ONESTEEL MANUFACTURING PTY LTD

[CONTRACTOR NAME]

CONTRACT FOR THE DESIGN SUPPLY ASSEMBLY INSTALLATION AND COMMISSIONING OF CRUSHING AND SCREENING

EQUIPMENT

PRINCIPAL ADMINISTRATIVE DETAILS
Agreement Number	HEP – M&E-086J-025A
Equipment	Crushing and Screening Equipment
Principal Representative	Louis Haarhoff
Contractor Representative

Contract for the Design and Construction of Civil Works

OneSteel Agreement No: HEP M&E-086J-025A

Table of Contents

1. Definitions and Interpretation .........................................................................................................1

2. Engagement .................................................................................................................................11

3. Contract Documents.....................................................................................................................13

4. Confidential Information ...............................................................................................................15

5. Statutory Requirements................................................................................................................15

6. Site Information, Access and Regulations and Rules ..................................................................18

7. Programming of the Services .......................................................................................................20

8. Design ..........................................................................................................................................21

9. Pre-Delivery Testing by Contractor ..............................................................................................23

10. Delivery ........................................................................................................................................24

11. Assembly and Installation ............................................................................................................24

12. Examination and Testing..............................................................................................................25

13. Time..............................................................................................................................................28

14. Liquidated Damages ....................................................................................................................29

15. Defects Liability ............................................................................................................................30

16. Operating and Maintenance Manuals and Spare Parts ...............................................................31

17. Variations .....................................................................................................................................32

18. Security ........................................................................................................................................34

19. Payment .......................................................................................................................................35

20. Daywork .......................................................................................................................................37

21. Warranties ....................................................................................................................................38

22. Assignment and Subcontracting ..................................................................................................39

23. Limitation of Liability .....................................................................................................................41

24. Intellectual Property Rights ..........................................................................................................42

25. Insurance......................................................................................................................................43

26. Quality Assurance ........................................................................................................................45

27. Legislative Requirements .............................................................................................................46

28. Representatives ...........................................................................................................................46

29. Termination for Default or Insolvency ..........................................................................................49

30. Termination for Convenience or by Frustration............................................................................51

31. Time for Notification of Claims .....................................................................................................52

32. Dispute Resolution .......................................................................................................................53

33. General.........................................................................................................................................54 Schedule A Details .................................................................................................................58 Schedule B Project Requirements .........................................................................................60 Schedule C Performance Warranty ......................................................................................61 Schedule D Schedule of Rates/Payment Schedule ...............................................................62 Schedule E Milestones and Milestone Dates ........................................................................66

Contract for the Design and Construction of Civil Works

OneSteel Agreement No: HEP M&E-086J-025A

Schedule F	Spare Parts	.....67
Schedule G	Srte Plan	......68
Schedule H	Program	.....69

Contract for the Design and Construction of Civil Works

OneSteel Agreement No: HEP M&E-086J-025A

Contract for the Design, Supply, Assembly, Installation and Commissioning of

Crushing and Screening Equipment

This Agreement is made on

Parties

Principal OneSteel Manufacturing Pty Ltd

(ABN 42 004 651 325) Port Augusta Road WHYALLA SA 5600

Contractor [Contractor]

(ABN )

Introduction

A Principal wishes to have the Crushing and Screening Equipment designed, supplied, assembled and installed and commissioned at the Site.

B The Contractor has represented to the Principal that it has the technical knowledge, skill, experience, resources and financial means necessary to perform the Services so that the Crushing and Screening Equipment and the Services, when completed, will satisfy the Project Requirements.

C On the basis of this representation, the Principal has agreed to engage the Contractor to perform the Services and supply the Crushing and Screening Equipment.

Operative Part

1. Definitions and Interpretation

1.1 Definitions

In the Contract the following terms shall have the following meanings unless the context requires otherwise:

“Acceptable” means :

(a) the Crushing and Screening Equipment and the Services are fit for the purposes described in the Project Requirements; and

(b) the Crushing and Screening Equipment and the Services have passed the Final

Acceptance Tests;

“Approvals” means any authorisation, approval, certificate, consent, decision, licence, permit, registration, requirement or ruling under any Legislative Requirement or of any Authority;

“Authorised Officer” means a director or a secretary or a person notified to be an authorised person of that Party;

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OneSteel Agreement No: HEP M&E-086J-025A

“Authority” means:

(a) any court or tribunal of competent jurisdiction; or

(b) any agency, authority, board, department, government, instrumentality, ministry, official or public or statutory person of the Commonwealth or of any State or Territory of Australia, and any local or municipal government or governmental bodies;

“Business Day” means a day that is not a Saturday, Sunday or public or statutory holiday in the jurisdiction stated in Item 20;

“Certificate of Practical Completion” means a certificate issued pursuant to clause 12.5(b) confirming that the Crushing and Screening Equipment and Services have reached Practical Completion and the date upon which Practical Completion was reached;

“Claim” includes any claim for an increase in the Contract Sum, for payment of money

(including damages), for an EOT or any other remedy:

(a) under, arising out of, or in any way in connection with, the Contract, (including any direction of Principal’s Representative), a Variation, the Services, the conduct of either Party before or during the Contract and/or a breach of the Contract; or

(b) otherwise at law or in equity, including: (i) by statute;

(ii) in tort for negligence, or otherwise, including negligent misrepresentation; (iii) for restitution; or

(iv) rectification;

“Commissioning and Testing Procedure” means the procedure for commissioning the Works and each component thereof and for carrying out the Final Acceptance Tests developed in accordance with Schedule B;

“Commissioning Report” means a comprehensive report in a form acceptable to the Principal containing, amongst other things, the data obtained during the performance of the Commissioning Works, including data verifying the passing of the Final Acceptance Tests;

“Commissioning Works” means the work required to commission the Crushing and Screening Equipment and each component thereof in accordance with Schedule B and the other requirements of the Contract, including the satisfactory carrying out and completion of the Final Acceptance Tests;

“Consequential Loss” means loss of profit, data, goodwill or business, loss of anticipated savings, pure economic loss or any punitive, exemplary, special, indirect or consequential loss or damage which may be suffered or incurred by the relevant party but does not include:

(d) any additional costs incurred by a party (over and above those that would have been incurred by it under the Contract) in completing the Services, or having the Services completed by others, if the Contract is terminated by a party pursuant to clause 28, or is terminated or rescinded by a party otherwise at law (including by accepting the other party’s repudiatory conduct); or

(c) any additional costs incurred by a party (over and above those that would have been incurred by it under the Contract) in remedying any breach of the Contract by the other party, or having any breach remedied by others.

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“Contamination” means the presence in, or under land, air or water of a substances (whether a solid, liquid, gas, odour, heat, sound, vibration, radiation or other substance) at a concentration above the concentration at which the substance is normally present in, on or under land, air or water in the same locality (including 'pollution' as defined in the Environmental Protection Act 1993 (SA)) and which present a risk of:

(a) any actual or threatened adverse impact on, or damage to, the environment; (b) harm to human health; or

“Contract” means this contract (comprised of the Contract Documents) as amended pursuant to these terms from time to time;

“Contract Commencement Date” means the date stated in Item 1;

“Contract Documents” means the documents comprising the Contract being this document, each of its Schedules and each document referenced in a Schedule;

“Contract Sum” means:

(a) where Principal accepted a lump sum for the Services, the lump sum;

(b) where Principal accepted rates in a Schedule of Rates expressly forming part of the Contract for items of work forming part of the Services, the sum ascertained by multiplying the measured actual quantities of the relevant Services actually carried out under the Contract in accordance with schedule B by the rates specified in Schedule D; and

“Contractor’s Design Obligations” means all tasks necessary to design and specify the Crushing and Screening Equipment including the preparation of the Design Documents and the obligations set out in the Project Requirements;

“Contractor's Representative” means the person appointed under clause 28.5;

“Contractor's Site” means that part of the Site described or specified in Item 5 and any other lands at the Site made available to the Contractor by the Principal for the purpose of the Contract as may be amended from time to time by notice in writing to the Contractor by The Principal;

“Corporations Act” means the Corporations Act 2001 (Cth), as amended from time to time; “Date for Delivery” means the date specified at Item 9 or any date to which it is extended by

the granting of an EOT under clause 13.3;

“Date of Delivery” means the date on which the Crushing and Screening Equipment was delivered in accordance with the Contract;

“Date for Practical Completion ” means the date specified at Item 10 or any date to which it is extended by the granting of an EOT under clause12.3;

“Date of Practical Completion” means the date certified by the Principal’s Representative in a Certificate of Practical Completion to be the date upon which Practical Completion was reached;

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“Daywork” means daywork expressly directed by the Principal’s Representative under clause 20;]

“Daywork Rates” means the rates for Daywork (if any) as specified in Schedule D;

“Defect” means any defect, deficiency, error, omission or any other failure to comply with the

Contract;

“Defects Liability Period” means the period specified at Item 13 commencing at 4.00pm on the Date of Practical Completion or, in respect of rectification or remedial work performed by the Contractor under clause 15, the period specified at Item 13 commencing at 4.00pm on the date the rectification or remedial work is completed;

“Delivery” means delivery of the Crushing and Screening Equipment to the Delivery Place in accordance with clause 10;

“Delivery Place” means the location specified in Item 3;

“Design Documents” means all design documentation, including (without limitation) all drawings, specifications, engineering data, calculations, samples, models, patterns, instructions, programs, procedures, manuals and reports necessary to enable the design, construction, commissioning, testing and performance of the Crushing and Screening Equipment in accordance with and so as to satisfy the Project Requirements and the other requirements of the Contract;

“Direction” means any direction, agreement, approval, instruction, notice, rejection, request or requirement issued by the Principal’s Representative;

“Dispute” has the meaning in clause 32.1;

“EOT” means an extension of time to the Date for Practical Completion and any other

Milestone Date;

“Crushing and Screening Equipment” means the Crushing and Screening Equipment described in Item 2 and includes all footings, foundations and associated civil works required for the securing, erection and installation of the Crushing and Screening Equipment;

“Final Acceptance Tests” means the inspections and performance acceptance tests specified in sections B13 and B14 of the Project Requirements (Schedule B) together with any additional tests which may be necessary or appropriate, to establish that the Performance Requirements and other requirements of the Contract have been satisfied and/or achieved in respect of the Crushing and Screening Equipment;

“Final Design Documents” means the final Design Documents prepared by the Contractor in accordance with clause 8.1 which includes any variations or amendments made pursuant to clause 8.1(a)(i)(C);

“Final Payment Claim” has the meaning in clause 19.3(a);

“Financial Year” means each period from 1 July in a year to 30 June in the following year with appropriate adjustment:

(a) where the Commencement Date does not fall on the first day of any such period, to the first Financial Year in the Term; and

(b) where the day on which this agreement expires or terminates is not the last day of any such period, to the last Financial Year in the Term.

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“Force Majeure Event” means any one of the following events or circumstances not within the control of a Party and which by the exercise of reasonable care, the Party is not able to prevent or overcome:

(a) act of God, landslide, earthquake, flood, wash out, lightning or storm;

(b) act of enemy, war, blockade or insurrection, riot and civil disturbance, arrest and restraint of rulers and people;

(e) order of any court or the order, act or omission or failure to act of any government or governmental authority having authority or jurisdiction, excluding any failure to obtain any necessary governmental consent or approval;

and, for the avoidance of doubt, the mere failure of a Contractor’s vendor or Subcontractor to supply goods or provide Services will not constitute a Force Majeure Event;

“Good Practices” means methods and practices which reflect best industry practices in the carrying out of any part of the Services including (but to the extent of any inconsistency in descending order of precedence):

(a) complying with all Legislative Requirements;

(b) complying with the applicable Australian Standards for materials and workmanship;

(c) acting in a sound and workmanlike manner with due care and skill and applying accepted engineering, construction and management procedures in the industry to which the Services relate; and

(d) acting with due expedition without unnecessary and unreasonable delay; “GST gross-up” has the meaning in clause 33.2(b)(i);

“Intellectual Property Right” means any intellectual property rights including but not limited to any patent, registered design, trademark or name, copyright, trade secrets, know-how, inventions, confidential information, circuit layouts or other protected right, whether or not now existing, registered or registrable;

“Item” means an Item of Schedule A;

“Latent Condition” means physical conditions on the Site (but excluding both weather conditions and the effects of weather conditions) which differ materially and substantially from the physical conditions which could reasonably have been anticipated by an experienced and competent contractor exercising Good Practices at the date of the Contract if the Contractor had made all due enquiries, and without limiting the foregoing does not include any condition disclosed to the Contractor in any reports or documents (including any geotechnical reports) provided to the Contractor prior to the commencement of Services at the Site;

“Legislative Requirement” includes:

(a) Acts, Ordinances, regulations, by-laws, orders, awards and proclamations of the jurisdiction in which the Services or any part of the Services is being carried out;

(b) certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction where part thereof is being carried out;

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(c) any direction or requirement imposed by any statutory corporation, statutory, tribunal or person exercising statutory power either:

(i) having control, authority or jurisdiction over the Site, or

(ii) responsible for administering and maintaining standards and requirements in connection with the design, construction or use of the Crushing and Screening Equipment and/or with the Services; and

(e) fees and charges payable in connection with the foregoing;

“LD’s Start Date” means the date after the Date for Practical Completion;

“Milestone” has the meaning given in schedule E;

“Milestone Date” are the dates specified in schedule E;

“NGER Act” means the National Greenhouse and Energy Reporting Act 2007 (Cth); “NGER Legislation” means the NGER Act and NGER Regulations;

“NGER Regulations” means the Regulations under the NGER Act; “Notice of Delay” has the meaning in clause 13.2

“Notice of Dispute” has the meaning in clause 32.1;

“Operation and Maintenance Manuals” means a document or documents, including those described in the Principal’s Project Requirements, outlining how to operate and maintain the Crushing and Screening Equipment and associated plant, Crushing and Screening Equipment and machinery in sufficient detail to enable engineers and tradesmen to efficiently operate and maintain the Crushing and Screening Equipment and associated plant, Crushing and Screening Equipment and machinery so as to achieve and/or satisfy and continue to achieve and/or satisfy the Performance Requirements;

“Original Crushing and Screening Equipment Manufacturer” or “OEM” means any person other than the Contractor responsible for the design or manufacture of the Crushing and Screening Equipment or any components of the Crushing and Screening Equipment;

“Party” means a party to this Contract and “Parties” means both of them;

“Performance Requirements” means those criteria, standards and/or performance levels that are identified in the Project Requirements that the Crushing and Screening Equipment when operated is required to achieve and/or satisfy;

“Practical Completion” is that stage when:

(a) the Services and the Crushing and Screening Equipment meet all of the requirements of the Contract, and the Crushing and Screening Equipment have been installed and commissioned in accordance with clause 10, such that the Principal can begin using the Crushing and Screening Equipment for the purpose described in the Principal’s Project Requirements notwithstanding minor omissions and minor defects:-

(i) which do not prevent the Crushing and Screening Equipment from achieving and/or satisfying the Principals Project Requirements (including the Performance Requirements); and

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(ii) which do not cause any legal impediment to the Principal using the Crushing and Screening Equipment for the purpose intended by the Principal as set out in the Principal’s Project Requirements; and

(iii) the existence of which and/or the making good of which will not unreasonably inconvenience the Principal; and

(iv) the immediate making good of which is not practicable and/or necessary; and

(v) the existence of which will not prevent the Crushing and Screening

Equipment from being operated in a safe manner;

(b) the Crushing and Screening Equipment and the Services are Acceptable;

(c) manual, documents and other information required under the Contract and the Project Requirements, including the Operation and Maintenance Manuals, and such other information or material which are essential for the use, operation and maintenance of the Crushing and Screening Equipment have been supplied to the Principal;

(c) the Contractor has supplied to the Principal a full set of drawings and specifications in respect of the Crushing and Screening Equipment, comprising a separate set of drawings and specifications which are a true and accurate record of the Crushing and Screening Equipment and Services relevant to the operation of the Crushing and Screening Equipment;

(d) the Contractor has demonstrated to the satisfaction of the Principal’s Representative that the Crushing and Screening Equipment can be operated safely in keeping with:

(i) all Legislative Requirements; and

(ii) the Site Regulations and Rules;

(e) the Contractor has trained the Principal, its personnel or such other persons nominated by the Principal in the operation and maintenance of the Crushing and Screening Equipment and any associated plant, Crushing and Screening Equipment and machinery as required under the Contract;

(f) the Contractor has provided to the Principal the Commissioning Report; (g) the Contractor has supplied all Design Documents; and

(h) the Contractor has provided to the Principal a written certificate certifying that the Crushing and Screening Equipment has been assembled and installed in accordance with and is capable of complying with the requirements of the Contract;

“Preliminary Design Review Date” means the date stated in Item 7;

“Principal Approvals” means any [development, building], EPA approvals required for the

Services and/or Crushing and Screening Equipment;

“Principal’s Representative” means the person(s) at Item 21 or other person from time to time appointed in writing by the Principal to be the Principal’s Representative;

“Principal’s Representative’s Delegate” means the person(s) so appointed under clause

28.4.

“Principal Supplied Items” means those items and materials specified in the Project

Requirements as being items and materials being supplied to the Contractor by the Principal;

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“Principal Supplied Services” means those utility services (if any) specified in the Project

Requirements that the Principal has agreed to provide to the Contractor; “Preliminary Review Design Date” means the date stated in Item 7;

“Program” means the document set out in Schedule H depicting the planned progress and sequencing of the Services as amended from time to time with the Principal’s approval;

“Project Requirements” means all of the requirements for the Crushing and Screening Equipment and the Services which are set out in the Schedule B and all specifications, drawings and other documents listed in Schedule B and any Variation to such requirements as directed by the Principal’s Representative under clause 17;

“Qualifying Cause of Delay” means:

(a) a breach of the Contract by the Principal;

(b) a suspension of the Services by the Principal Representative in circumstances which would entitle the Contractor to a reasonable EOT as outlined in clause 13.3;

(c) the carrying out of any Variation arising out of a written direction from the Principal Representative to undertake a Variation under clause 17 of the Contract subject to the Contractor complying with all requirements of clause 13;

(d) a Force Majeure Event;

(e) a change in a Legislative Requirement that could not have been foreseen or anticipated by a prudent contractor at the Contract Commencement Date;

(f) a Latent Condition;

“Quality Management Plan” has the meaning in clause 26.2; “Recipient” has the meaning in clause 33.2(b)(i);

“Recommended Spare Parts” has the meaning in clause 16.3 and as further particularised in schedule F;

“Security” has the meaning in clause 18;

“Security of Payment Act” means the Building and Construction Industry Security of

Payment Act 2009 (SA);

“Services” means the whole of the services to be performed by the Contractor, including any Variations and all the goods to be supplied by the Contractor and all other works which by this Contract are to be handed over to the Principal (including the Crushing and Screening Equipment and all other plant and material to be supplied by the Contractor and to become the property of the Principal, whether or not to be intended to the affixed to the Site) and without limiting the foregoing includes:

(a) the design of any necessary footings to the Crushing and Screening Equipment; (b) the design the Crushing and Screening Equipment;

(c) the manufacture and supply, or procurement of the manufacture and supply of, the Crushing and Screening Equipment and all of the components of the Crushing and Screening Equipment;

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(d) the assembly and installation the Crushing and Screening Equipment at the Site in accordance with the design and operational requirements set out in the Final Design Documents and Project Requirements;

(e) the commissioning of the Crushing and Screening Equipment to ensure the Crushing and Screening Equipment once installed and operational, satisfies the requirements of the Contract and is Acceptable;

(f) the completion of all Final Acceptance Tests;

(g) the training of the Principal’s personnel and nominees to properly operate and maintain the Crushing and Screening Equipment and any associated plant, Crushing and Screening Equipment and machinery;

(h) the provision of the Operation and Maintenance Manuals to the Principal; (i) the supply of the Spare Parts to the Principal;

(j) the undertaking of all civil works associated with the installation of the Crushing and

Screening Equipment; and

(k) includes all other services and works the Contractor is required to perform and complete pursuant to the Contract;

“Schedule of Rates” means the schedule of rates set out in Schedule D which are fixed for the purposes of this Contract;

“Site” means the site specified in Item 4;

“Site Conditions” means the physical conditions and/or obstructions upon and below the surface of the Site and the local conditions (including weather, climatic, geological and hydrologic conditions) at, near or relevant to the Site, and any other condition (including the working of adjacent or ancillary plant or Crushing and Screening Equipment) which may affect the design and operation of the Crushing and Screening Equipment or the Services which could be anticipated by a prudent Contractor;

“Site Regulations and Rules” means the reasonable requirements and/or rules determined from time to time by the Principal relating to occupational health & safety matters, environmental matters and other matters relating to the performance of work at the Site and as are provided by the Principal to the Contractor;

“Spare Parts” means the spare parts listed in schedule F;

“Standards” means the standards specified in the Project Requirements; “Survey Mark" has the meaning in clause 6.6;

“Temporary Works” means the works used in the execution of Services but not forming part of the Crushing and Screening Equipment including, without limitation, those temporary Services and facilities described in the Project Requirements;

“Variation” has the meaning in clause 17.1; “Vendor” has the meaning in clause 33.2(b)(i);

“Withholding Tax” has the meaning in clause 33.2(a)(i).

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1.2 Interpretation

In the Contract, unless specifically provided to the contrary:

(a) references to days mean calendar days and references to a person include an individual, firm or a body, corporate or unincorporated;

(b) time for doing any act or thing under the Contract shall, if it ends on a Saturday, Sunday or statutory or public holiday in the jurisdiction stated in Item 20 of Schedule A, be deemed to end on the day next following which is not a Saturday, Sunday or statutory or public holiday;

(d) words in the singular include the plural and words in the plural include the singular, according to the requirements of the context. Words importing a gender include every gender;

(e) communications between the Principal and the Contractor shall be in the English language;

(f) measurements of physical quantities shall be in legal units of measurements of the jurisdiction stated at Item 20;

(g) unless otherwise stated, prices and monetary amounts are in Australian dollars; and

(h) the verb “include” (in all its parts, tenses and variants) is not used as, nor is it to be interpreted as, a word of limitation.

1.3 Precedence

If there is any conflict between documents comprising the Contract then one has precedence over the other in the following order:

(a) these terms and conditions; (b) Schedule A (Details);

(e) Schedule D (Payment Schedule/Schedule of Rates]; (f) Schedule E (Milestone and Milestone Dates);

(g) Schedule F (Spare Parts); (h) Schedule G (Site); and

(i) Schedule H (Program).

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2. Engagement

2.1 Engagement of Contractor by Principal

In consideration of the Contractor agreeing to perform the Contractor’s obligations under the

Contract, the Principal:

(a) hereby engages the Contractor to perform the Services;

(b) agrees to pay to the Contractor the Contract Sum for performance of the Services in accordance with the terms of the Contract; and

2.2 Acceptance of Engagement

In consideration of the Principal agreeing to perform the Principal’s obligations under the

Contract, the Contractor hereby:

(a) accepts the engagement referred to in clause 2.1;

(b) agrees with and undertakes to the Principal that it will perform the Services and all of the Contractor’s obligations under the Contract in accordance with the terms of the Contract;

(c) undertakes to the Principal that it will supply and provide all things required for, carry out such inspections, testing and supervision, perform such tasks and procure that its staff will undertake such travel as is/are required for, and/or which are incidentally required for, the performance of the Contract; and

(d) grants and/or gives the indemnities, releases and/or warranties provided for and/or set out in the Contract.

2.3 General Undertaking by the Parties

Each Party hereto undertakes to the other Party to perform, fulfil, observe, comply with and submit to each and every provision, condition, stipulation and all matters and things contained, expressed and/or shown in the Contract and by and/or on the part of the respective Party to be performed, fulfilled, complied with, submitted to and/or observed.

2.4 Payment Basis

In accordance with the provisions of this Contract relating to payment, the Principal shall pay the Contractor the sum ascertained by:

(a) for items of Services for which it has accepted a lump sum as set out in Schedule

D, that lump sum;

(b) for other items of Services for which it has accepted a Schedule of Rate as set out in Schedule D, multiplying the measured quantity of each item or work forming Services actually carried out under the Contract and measured in accordance with any method required by the Contract by the rate accepted by the Principal for the item or work as set out in Schedule D; and

Contract.

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If quantities have been supplied by the Principal to the Contractor, the quantities are estimated quantities only and the Principal does not warrant, guarantee or make any representation with respect to the completeness, accuracy or adequacy of the items and quantities.

A direction shall not be required to be given by the Principal's Representative by reason of the actual quantity of an item required to perform the Contract being greater or less than the quantity shown in any quantities forming part of the Contract.

2.5 Acknowledgement as to Contract Sum

The Contractor agrees that:

(a) for any component of the Contract Sum that the Principal has accepted a lump sum, the Contractor acknowledges and warrants that that component of the Contract Sum is a fixed amount inclusive of all of the costs and expenses for the completion of the Services in accordance with the Project Requirements including compliance with all duties and obligations under the Contract and may only be adjusted in accordance with the express provisions of the Contract;

(b) the Contract Sum expressly forming part of the Contract (together with any additions or deductions expressly provided for by the Contract):

(i) include all costs, expenses, fees and charges incurred by the Contractor in performing all its obligations under the Contract;

(ii) include all items of the Services and Crushing and Screening Equipment (including the supply (and shipment) of any labour, materials or other necessary items) other than the Principal Supplied Items;

(iii) include the Contractor's profit, attendance, preliminaries, supervision and on-site and off-site overheads in connection with the performance of all of its obligations under the Contract; and

(iv) will not be subject to any rise and fall in costs of materials or labour or otherwise, foreign exchange adjustment or any other adjustment for any reason,

except to the extent expressly provided by the Contract; and

(i) for carrying out Services, supplying the Crushing and Screening Equipment and performing its obligations under the Contract except as expressly set out in this Contract;

(ii) for any risk arising out of or in connection with carrying out Services, supplying the Crushing and Screening Equipment and performing its obligations under the Contract which the Contractor is not expressly relieved from accepting liability for or is not expressly entitled to payment and/or other relief under the Contract,

and, without limiting subparagraphs (i) and (ii), to the maximum extent permitted by law, based on or arising out of or in connection with, quantum meruit, unjust enrichment or restitution (or similar claims) whether arising out of or in connection with the Contract, under statute, in tort (for negligence or otherwise) or any other basis in law or in equity.

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2.6 Letter of Early Works

The Contractor agrees that:

(a) all work carried out under the Letter of Early Works shall form part of the Services and be treated as if it were carried out after the date of this Contract; and

(b) all monies paid by the Principal in connection with the Letter of Early Works shall be credited against the Contract Sum payable by the Principal under this Contract.]

3. Contract Documents

3.1 Contractor to Check Documents

The Contractor warrants that it has checked the Contract Documents prior to signing the Contract, and has found them to be satisfactory and sufficient to enable the Contractor to carry out its obligations under the Contract.

3.2 The Principal-Supplied Documents

All documents supplied by the Principal to the Contractor pursuant to the Contract shall:

(a) remain the Principal’s property and be returned to the Principal on written demand;

(b) not be used, copied nor reproduced for any purpose other than the performance of the Contract; and

3.3 No Warranty by the Principal

The Contractor acknowledges and agrees that the Principal does not warrant, guarantee or make any representations in relation to, or assume any duty of care with respect to, the completeness, accuracy or adequacy of any information contained in any Contract Documents.

3.4 The Principal Supplied Items

The Principal shall use its best endeavours to provide to the Contractor the Principal Supplied Items at the times such items are required in accordance with the Program. The Principal may provide such items to the Contractor by handing over such items to the Contractor's care or by advising the Contractor as to how such items may be accessed by the Contractor. The Principal Supplied Items are provided in an "as is" condition and free of charge. If the Principal Supplied Items are unsuitable for use by the Contractor, the Contractor shall advise the Principal within 48 hours. Failure by the Principal to provide the Principal Supplied Items shall not be a breach of contract but shall be deemed to be a Qualifying Cause of Delay.

3.5 The Principal Supplied Services

The Principal shall use its best endeavours to provide to the Contractor the Principal Supplied Services at times such Services are required in accordance with the Program. Such Principal Supplied Services are supplied in an "as is" conditions, free of charge and subject to any restrictions on supply to which the Principal is itself subject to from the supplier. Failure by the Principal to provide the Principal Supplied Services shall not be a breach of contract but shall be deemed to be a Qualifying Cause of Delay.

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3.6 Contractor Supplied Documents

If the Contract requires the Contractor to supply documents, the Contractor shall supply the documents electronically in a form acceptable to the Principal.

If the Contractor submits documents to the Principal's Representative, then:

(a) the Principal's Representative shall not be bound to check the documents for errors, omissions or compliance with the requirements of the Contract;

(b) notwithstanding the provisions of this clause, the Principal Representative's approval shall not relieve the Contractor from responsibility for the Contractor's errors or omissions or compliance with the requirements of the Contract;

(c) if the Contract provides that the Contractor must obtain the Principal Representative's direction whether documents are suitable or are not suitable then the Contractor must do so before giving effect to the documents in carrying out the Services and within 14 days after receipt of the documents, the Principal Representative shall notify the Contractor that the documents are suitable or are not suitable;

(d) if the Principal Representative notifies the Contractor that the documents are not suitable, the Principal’s Representative shall give reasons why the documents are not suitable and the Contractor shall submit new or amended documents for the Principal Representative's direction under this clause; and

(e) the Principal Representative shall not reject documents which are in accordance with the requirements of the Contract.

Copies of documents supplied by the Contractor shall be the property of the Principal and may be used or copied for the completion, use, maintenance, upgrade or alteration of the Crushing and Screening Equipment or otherwise in connection with any matter relating to or dealing with the Crushing and Screening Equipment or the Services.

The Contractor must ensure that any documents supplied by the Contractor to the Principal’s Representative clearly state the revision number of each document and highlight all changes made from the previous revision of that document.

3.7 Discrepancies

The Contract Documents are to be taken as mutually explanatory of one another. If either party discovers any inconsistency, ambiguity, discrepancy or inadequacy in or between any documents forming part of the Contract or relevant to the carrying out of the Services, that party shall notify the the Principal’s Representative in writing of the inconsistency, ambiguity, discrepancy or inadequacy.

The parties agree that unless otherwise directed by the Principal’s Representative:

(a) where the inconsistency, ambiguity or discrepancy is between any Contract

Documents, the documents shall be given precedence in accordance with clause 1.3;

(b) if and to the extent paragraph (a) does not apply and the inconsistency, ambiguity or discrepancy relates to the required quality or standard of Services or the Crushing and Screening Equipment or the extent of the Contractor’s obligations under the Contract, the Contractor shall comply with the highest quality or standard specified or perform the more onerous obligation;

(c) if and to the extent neither paragraph (a) nor (b) applies and the inconsistency, ambiguity or discrepancy is between figured and scaled dimensions, figured shall prevail over scaled dimensions; and

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(d) if and to the extent none of paragraphs (a), (b) or (c) applies, the Contractor shall request and comply with the Principal Representative's direction as to the interpretation and construction to be followed in respect of the inconsistency, ambiguity, discrepancy or inadequacy.

If compliance with any direction under this clause 3.7 causes the Contractor to incur more or less cost than otherwise would have been incurred had the direction not been given, the difference shall be valued under clause 17.4, but the Contractor shall not be entitled to any other Claim.

4. Confidential Information

Neither Party shall, without the prior written consent of the other, disclose (other than for the purposes of the Contract or for the obtaining of legal advice in respect of or relating to the Contract) the terms of the Contract or any information of a confidential nature provided under or pursuant to the Contract unless required by a Legislative Requirement. This clause 4 survives the rescission or termination of the Contract.

5. Statutory Requirements

5.1 Contractor to Obtain and Comply with Approvals

The Contractor agrees the Contractor shall apply for, procure and pay for all Approvals: (a) necessary for the lawful carrying out of the Services; or

(b) relating to the completion, occupation or use of the Crushing and Screening

Equipment,

other than the the Principal Approvals. The Contractor must comply with all such Approvals relevant to Services or the Crushing and Screening Equipment (whether obtained by the Contractor or the Principal).

Despite the preceding paragraph, where due to any Variation or any other reason, any modification or amendment is required to any Approval, the Contractor shall prepare any application for and obtain such modification or amendment.

5.2 Taxes, Duties and Charges

The Contractor shall pay all levies (including levies under the Construction Industry Training Fund Act 1993 (SA) and the Construction Industry Long Service Act 1987 (SA)), duties, charges, taxes or imposts payable in connection with the carrying out of the Services.

5.3 Workplace Health and Safety

The Contractor:

(a) accepts responsibility for compliance with all workplace health, safety and welfare Legislative Requirements (including the Work, Health and Safety Act 2012 (SA)) relevant to its performance of the Services from the commencement of Services until the Date of Practical Completion;

(b) shall attend to all applicable lodgements required and pay and indemnify and keep indemnified the Principal and its employees and agents against all fees, fines and other amounts becoming payable under or in connection with all workplace health,

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safety and welfare Legislative Requirements (including the Work, Health and Safety

Act 2012 (SA));

(c) shall, in respect of the Services and the Crushing and Screening Equipment and for the period during which the Contractor is responsible for the care of the Services, comply with, and undertake everything which is required for the Principal to comply with its obligations (except non-delegable obligations) under, the Work, Health and Safety Regulations 2012 (SA) as if the Contractor was the owner of the Services and the Crushing and Screening Equipment;

(d) shall provide a suitably qualified Site Safety Representative (SSR) who has authority and responsibility for issues relating to workplace health and safety during the carrying out of Services; and

(e) to the maximum extent permitted by law, shall indemnify and keep indemnified the Principal and its employees and agents against all claims (including Claims), costs (including legal costs), expenses, damages, losses, liabilities or other amounts of any kind whatsoever arising from or in connection with breach by the Contractor of its obligations under this clause.

5.4 Environmental Protection

The Contractor shall:

(a) take all action necessary to protect and preserve the environment (including flora and fauna) from harm or damage arising from or in connection with the carrying out of Services;

(b) not, in the carrying out of Services, cause any Contamination; (c) comply with all Legislative Requirements relating to:

(i) Contamination (including reporting, notifying, disposal, remediation or otherwise dealing with Contamination or its effects); and

(ii) the protection or preservation of the environment (including flora and fauna);

(d) obtain all relevant Approvals required by all environmental protection or preservation Legislative Requirements (other than in connection with the Principals Approvals); and

(e) to the maximum extent permitted by law, indemnify and keep indemnified the Principal and its employees and agents against all claims (including Claims), costs (including legal costs), expenses, damages, losses, liabilities or other amounts of any kind whatsoever, arising from or in connection with actual or threatened environmental damage, destruction or harm or Contamination (including in respect of making good environmental damage or in defending claims) arising from or contributed to by:

(i) acts or omissions of the Contractor, its employees, its subcontractors or their employees (whether wilful, negligent or otherwise);

(ii) breach by the Contractor of its obligations under this clause; or

(iii) the carrying out of the Services.

5.5 Industrial Relations

(a) The Contractor shall:

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(i) ensure all employees (including employees of subcontractors) carrying out Services are employed in accordance with any applicable industrial Legislative Requirement (including the Fair Work Act 2009 (Cth), award or agreement;

(ii) actively manage and do all things necessary to avoid disputes or disturbance in industrial relations;

(iii) keep the Principal and the Principal’s Representative informed of and, upon request by the Principal, provide all reasonable assistance and information required by and consult fully with the Principal and the Principal’s Representative in connection with any actual or potential industrial dispute or disturbance;

(iv) ensure that the Principal’s Representative is entitled to participate at any conference or negotiation with a union and in any hearings, conference or other proceedings before any tribunal or court in connection with any industrial dispute or disturbance;

(v) ensure industrial relations policies and practices employed by the Contractor will ensure the prompt completion of the Services generally in accordance with industrial relations practice and report regularly to the Principal’s Representative with respect thereto;

(vi) prior to the dismissal of any of its employees engaged on the Contractor, give written notice to the Principal’s Representative of the reasons for such dismissal;

(vii) give written notice to the Principal and the Principal’s Representative of any visit by a union official;

(viii) ensure that right of entry union visits by an union are in accordance with the provisions of the Fair Work Act 2009 (Cth) and only extend the Contractor's Site;

(ix) not permit, or give any permission for, union meetings to be held on the

Site;

(x) attend any site industrial relations meetings as requested by the

Principal’s Representative;

(xi) ensure that no person shall be engaged to perform Services on the Site unless they have been approved by the Principal’s Representative; and

(xii) ensure that all subcontracts include provisions which reflect this clause 5.5(a).

(b) To the extent that a workplace agreement (WA) in the future is applicable to the

Services then:

(i) the Contractor shall consult with the Principal in respect of, and keep it regularly informed of, all negotiations in respect of the WA and all issues in respect of the WA;

(ii) the Contractor shall not agree to accept the WA (or changes to the WA)

without the prior written approval of the Principal;

(iii) the Contractor shall not directly or indirectly pay any wage rate or grant any conditions or other benefit to employees in excess of the rates and conditions prescribed in the WA; and

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(iv) the Contractor shall ensure that its subcontractors comply with this clause 5.5(b).

5.6 Contractor's Management Plans

(a) The Contractor must prepare and submit to the Principal’s Representative before any Services are commenced on the Site, the management plans described in the Project Requirements.

(b) The Contractor agrees:

(i) such management plans must be consistent with the Contract and all

Legislative Requirements;

(ii) the Contract and Legislative Requirements shall prevail over the management plans to the extent of any inconsistency or discrepancy between them; and

(iii) the management plans shall comprise the minimum obligations of the Contractor and the Contractor shall remain fully responsible for complying with the Contract and all Legislative Requirements and shall not be relieved of any obligation, warranty or liability arising out of or in connection with the Contract notwithstanding:

(A) the obligation of the Contractor to prepare, implement or comply with the requirements of the management plans in accordance with the Contract; or

(B) any comment or direction upon, review or acceptance or approval of, direction to proceed with or request, absence of request or update to vary or update a management plan by or on behalf of the Principal;

(c) The Contractor's full compliance with its obligations under paragraphs (a) and (b) of this Clause shall be a condition precedent to the Contractor being entitled to submit any claim for payment under the Contract at any time.

5.7 Quarry Manager

The Contractor agrees and acknowledges that, the Site will be under the care and responsibility of a quarry manager under the Mines and Works Inspection Act 1920, and it will comply with any additional requirements arising by virtue of such appointment at no additional cost to the Principal.

6. Site Information, Access and Regulations and Rules

6.1 Site Conditions

The Contractor warrants that before signing the Contract it has:

(a) done everything reasonably possible to inform itself as to Site Conditions at, near or relevant to the Site (including access to the Site); and

(b) had due regard to the Site Conditions in respect of complying with its obligations under the Contract.

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6.2 Contractor Access to the Site

(a) The Contractor will have reasonable access to the Site to perform the Services. The

Contractor will not be entitled to exclude the Principal from any part of the Site. (b) Whilst on the Site, the Contractor will:

(i) comply with, and ensure its employees, Consultants and Contractors comply with, the Site Regulations and Rules and all reasonable directions of The Principal including the Principal’s reasonable induction requirements;

(ii) liaise with and assist the Principal and its contractors to coordinate the Services with, and to minimise delay or disruption to, other works, services and operations on the Site;

(iii) take all reasonable measures to protect people and property;

(iv) make good any damage to property caused by it and pay any compensation required by law; and

(v) avoid unnecessary interference with others and not cause any nuisance, unreasonable noise, disturbance and other pollution.

(c) The Principal may take urgent action to protect the Services or Crushing and Screening Equipment, other property and/or people which the Contractor fails to take and the reasonable costs of doing so shall, to the extent that the action taken by the Principal arises due to the performance of the Services by the Contractor or any other acts or omissions of the Contractor, be a debt due from, and payable by, the Contractor to the Principal.

(d) The Principal may require the Contractor to remove from the Site any of its employees, agents or contractors who, in the opinion of the Principal (acting reasonably), are guilty of misconduct or unsafe work practices or who are incompetent or negligent.

(e) The Contractor must remove all its plant, Crushing and Screening Equipment, tools, materials and rubbish from the Site on completion of the Services.

6.3 Setting Out

The Principal’s Representative shall supply to the Contractor the information and Survey Marks necessary to enable the Contractor to set out the Services and the Survey Marks specified in the Contract as may be further detailed in the Project Requirements. Upon receipt of any necessary information and Survey Marks, the Contractor shall set out the Services in accordance with the Contract and shall provide all instruments and things necessary for that purpose.

6.4 Care of Survey Marks

(a) The Contractor shall keep in their true positions all Survey Marks.

(b) If a Survey Mark is disturbed or obliterated, the Contractor shall immediately notify the Principal’s Representative and, unless the Principal Representative otherwise directs, the Contractor shall reinstate the Survey Mark.

(c) If the disturbance or obliteration is caused by a person, other than the Contractor or its subcontractors, the cost incurred by the Contractor in reinstating the Survey Mark shall be valued under clause 17.4.

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6.5 Errors in Setting Out

(a) If the Contractor discovers an error in the position, level, dimensions or alignment of any Services, the Contractor shall immediately notify the Principal’s Representative and, unless the Principal’s Representative otherwise directs, the Contractor shall rectify the error.

(b) If the error has been caused by incorrect information, Survey Marks or data supplied by the Principal’s Representative, the cost incurred by the Contractor in rectifying the error shall be valued under clause 17.4.

6.6 Survey Mark Defined

'Survey Mark' in clause 6 means a survey peg, bench mark, reference mark, signal, alignment, level mark or any other mark for the purpose of setting out, checking or measuring the Services.

6.7 Surveying of Services

(a) Without limiting any other clause of the Contract, the Contractor agrees to comply with the surveying requirements set out (if any) in the Project Requirements. Any surveying data and calculations are to be submitted to the Principal's Representative in the form and as regular as determined by the the Principal’s Representative.

(b) If the Contract requires quantities to be measured for the purposes of calculating the Contract Sum payable (for payment on a schedule of rates basis), the basis for measuring such quantities under this Contract shall be as specified in the Project Requirements. If nothing is specified in the Project Requirements, or there is a disagreement between the Parties on the quantities measured under the Contract, the matter shall be referred to the the Principal’s Representative for determination.

7. Programming of the Services

7.1 Rate of Progress

The Contractor shall proceed with all aspects of the Services with due expedition and in accordance with the Program.

7.2 Suspension by the Principal’s Representative

If the Principal’s Representative considers that the suspension of the whole or part of the

Services is necessary:

(a) because of an act or omission of:

(i) the Principal, the Principal Representative or an employee, consultant, other contractor or agent of the Principal; or

(ii) the Contractor, a consultant, a subcontractor or an employee or agent of any of them;

(b) for the protection or safety of any person or property; or

the Principal’s Representative shall direct the Contractor to suspend the progress of the whole or part of the Services for such time as the Principal Representative thinks fit.

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7.3 Suspension by the Contractor

If the Contractor wishes to suspend the whole or part of the Services, the Contractor shall obtain the prior written approval of the Principal’s Representative. The Principal Representative may approve the suspension and may impose conditions of approval.

7.4 Recommencement of Work

(a) As soon as the Principal Representative becomes aware that the reason for any suspension no longer exists, the Principal Representative shall direct the Contractor to recommence work as soon as reasonably practicable on the whole or on the relevant part of the Services.

(b) If work is suspended pursuant to clause 7.3, the Contractor may recommence work at any time after reasonable advance notice to the Principal’s Representative.

7.5 Cost of Suspension

Any cost incurred by the Contractor by reason of a suspension pursuant to clauses 7.2 or 7.3 shall be borne by the Contractor but if the suspension is due to an act or omission of the Principal, the Principal’s Representative or an employee, consultant, other contractor or agent of the Principal, and the suspension causes the Contractor to incur more or less cost than otherwise would have been incurred but for the suspension, the difference shall be valued under clause 17.4.

7.6 Effect of Suspension

Suspension shall not affect the Date for Practical Completion but the cause of suspension may be a ground for extension of time under clause 13.3.

7.7 The Principal Not to Delay

The Principal shall not unreasonably delay the Contractor from complying with the Program.

8. Design

8.1 Contractor’s Design Obligations

(a) Design Documents

(i) The Contractor will:

(A) prepare all Design Documents;

(B) submit a preliminary design to the Principal for review and comment prior to the Preliminary Design Review Date and submit a final copy of the Design Documents to the Principal for review and comment no later than the Final Design Review Date;

(C) within 7 days of receiving any comments from the Principal on the preliminary or final design review, make any variations or amendments to the preliminary Design Documents or Final Design Documents, as the case may be, that are required by the Principal (acting reasonably);

(ii) The Principal will be entitled to provide any comments that it may have on the preliminary or the Final Design Documents to the Contractor within 14 days of receiving the same from the Contractor but will not have any obligation to

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check, review or comment on the Design Documents and will not be liable for any failure to identify any errors, omissions or inconsistencies in the Design Documents or the Final Design Documents or non-compliances with the Contract (whether or not it provides comments to the Contractor).

(iii) The review by the Principal of any documentation submitted by the Contractor for review will not constitute acceptance by the Principal of such documentation or relieve the Contractor of responsibility for any omissions, errors and inconsistencies in the documentation or non-compliances with the Contract.

(iv) Final Design Documents submitted shall reflect the as built state of the

Services and Crushing and Screening Equipment as built on Site. (b) Contractor’s Other Design Obligations

(i) The Contractor acknowledges that in performing the Contractor’s Design Obligations it is the Contractor’s absolute responsibility to design and supply the Crushing and Screening Equipment in accordance with, and so as to achieve and/or satisfy, the Project Requirements and the other requirements of the Contract.

(ii) Without limiting the nature and extent of the Contractor’s obligations under the Contract, the Contractor must:

(A) develop, amend and finalise all relevant engineering designs and

Services so as to satisfy the requirements of the Contract;

(B) prepare all necessary engineering and working drawings, shop drawings and drawings and documents to enable the construction, maintenance and operation of the Crushing and Screening Equipment in accordance with the requirements of the Contract; and

Representative on or before Date of Delivery.

8.2 Design Development

The Contractor acknowledges that the development from basic design to detailed design of the design comprised in the Design Documents will involve co-ordination, development and correction of the Design Documents and that such design development shall not constitute a Variation but comprises part of the Contractor’s Design Obligations.

8.3 Supply of Steel Products

(a) If the Final Design Documents or Principal’s Project Requirements specify or require the provision or inclusion of steel products in the Crushing and Screening Equipment, unless specified otherwise in such Final Design Documents or Principal’s Project Requirements:

(i) this will be taken to mean steel products manufactured by Principal or its related bodies corporate ("Principal Manufactured Products"); and

(ii) Principal Manufactured Products must be used for and in such Crushing and

Screening Equipment unless otherwise agreed in writing by the Principal.

(b) Principal may, at its discretion, notify the Contractor that Principal will arrange for the supply of the Principal Manufactured Products (or any part of them) (“Principal Supplied Products”), in which case:

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(i) the supply of the Principal Supplied Products will be at no cost to the

Contractor (excluding delivery charges); and

(ii) the Contractor shall not charge Principal for, and in any event Principal will not pay any portion of the Contractor’s invoices relating to, the Principal Supplied Products.

8.4 Manufacture

The Contractor will manufacture and supply, or procure the manufacture and supply, of the Crushing and Screening Equipment and all components of the Crushing and Screening Equipment (other than the Principal Supplied Items) in accordance with the Final Design Documents and the requirements of the Contract (including the Principal’s Project Requirements).

9. Pre-Delivery Testing by Contractor

9.1 Pre-Delivery Assembly and Testing

Prior to Delivery, the Contractor will assemble and test the Crushing and Screening Equipment components (including by performing any pre-delivery tests detailed in Principal’s Project Requirements) so as to ensure that the Crushing and Screening Equipment and all components thereof can be assembled and installed in keeping with the Final Design Documents and will, when operational, achieve and/or satisfy Principal’s Project Requirements and the other requirements of the Contract.

9.2 Review by Principal

The Contractor will, at least 21 days prior to commencing testing under clause 9.1, prepare and submit to Principal for review and comment documentation identifying the tests and test procedures the Contractor proposes to carry out pursuant to clause 9.1. The Contractor will make any variations and amendments to the proposed tests and test procedures requested by Principal (acting reasonably).

9.3 Observation by Principal

The Contractor must give written notice to Principal of the date and duration of the tests to be conducted pursuant to clause 9.1 at least 14 days prior to commencing the tests. The Contractor must allow Principal’s Representative and/or any other person nominated by Principal to observe the tests and test procedures carried out by the Contractor pursuant to clause 9.1.

9.4 Documentation and Satisfaction of Pre-Delivery Tests

The Contractor shall document all tests carried out, and test results obtained, under clause

9.1 and submit all such test and test results documentation to Principal prior to Delivery. Unless agreed otherwise by Principal’s Representative, the Crushing and Screening Equipment must satisfy all pre-delivery tests and otherwise comply with the requirements of the Contract prior to Delivery.

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10. Delivery

10.1 Packaging

The Contractor will properly package the Crushing and Screening Equipment and all components of the Crushing and Screening Equipment in accordance with Principal’s Project Requirements and so as to ensure that they are not damaged during transport to the Site.

10.2 Mode, Date and Place for Delivery

The Contractor shall at its expense deliver the Crushing and Screening Equipment to Principal at the Delivery Place on the Date for Delivery. The Contractor shall give Principal at least 21 days advance notice of Delivery.

10.3 Unloading

Unless otherwise specified in the Contract, the Contractor must promptly unload the Crushing and Screening Equipment at the Delivery Place.

10.4 Ownership and Risk

Ownership of, and unencumbered title in, the Crushing and Screening Equipment shall pass from the Contractor to the Principal upon Practical Completion. Unless otherwise specified in the Contract, risk in the Crushing and Screening Equipment shall pass to the Principal upon Practical Completion.

11. Assembly and Installation

11.1 Assembly and Installation

(a) The Contractor shall construct, assemble and install the Crushing and Screening Equipment at the Site in accordance with the Final Design Documents in the location stated in Principal’s Project Requirements or, if not stated, as directed by Principal’s Representative.

(b) Principal will provide such supplies of electricity and water to the Contractor to assemble and install the Crushing and Screening Equipment as provided in schedule B.

11.2 Notice

The Contractor must give at least fourteen (14) days written notice to the Principal prior to commencing the construction, assembly and installation of the Crushing and Screening Equipment, at the Site.

11.3 Requirements for Assembly and Installation

(a) The parties will co-operate to minimise disturbance and interference with Principal’s operations during the construction, assembly and installation of the Crushing and Screening Equipment.

(b) Principal will be entitled to attend and observe the construction, assembly and installation of the Crushing and Screening Equipment.

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11.4 Care of Crushing and Screening Equipment and Reinstatement of Damage

(a) The Contractor will be responsible for the care of the Crushing and Screening Equipment while it is being constructed, assembled and installed by the Contractor at the Site except to the extent of any loss or damage caused by the negligent act or omission of Principal or its employees, agents or consultants.

(b) If loss or damage occurs to the Crushing and Screening Equipment while it is being constructed, assembled and installed by the Contractor, the Contractor must at its cost promptly rectify such loss or damage except to the extent it is caused by the negligent act or omission of Principal or its employees, agents or consultants.

(c) In the event of loss or damage to the Crushing and Screening Equipment being caused by the negligent act or omission of Principal or its employees, agents or consultants, the Contractor must, to the extent directed by Principal’s Representative, rectify the loss or damage and such rectification work will be a deemed Variation under clause 17 of the Contract.

11.5 Indemnity

The Contractor shall and does hereby indemnify Principal against: (a) loss of or damage to Principal’s property; and

(b) claims in respect of personal injury or death or loss of, or damage to, any other property,

arising out of or as a consequence of the carrying out of the Services, but the indemnity shall be reduced proportionally to the extent that an act or omission of Principal or its employees, agents or consultants contributed to the injury, death, loss or damage.

11.6 Completion of Assembly and Installation

The Contractor shall not, unless otherwise directed by Principal’s Representative, commence any of the Commissioning Works or Final Acceptance Tests until such time as the construction, assembly and installation of the Crushing and Screening Equipment has been completed.

12. Examination and Testing

12.1 Commissioning Works

The Contractor will:

(a) prepare, and provide to the Principal, the Commissioning and Testing Procedure;

(b) carry out and complete the Commissioning Works at the Site in accordance with the

Commissioning and Testing Procedure and the requirements of the Contract; and

(c) provide personnel to perform the Commissioning Works who have the necessary qualifications, skill and experience to commission the Works and all components thereof in an efficient and timely manner so that Practical Completion is reached without delay.

12.2 Requirements for Commissioning Works

(a) The Contractor shall be responsible for all necessary settings, measurements, adjustments, calculations and modifications to the Crushing and Screening

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Equipment required to bring the Crushing and Screening Equipment into operational service in a safe manner and to correct any operational and maintenance problems which may arise before the expiry of the Defects Liability Period in order to ensure the Performance Requirements and the other requirements of the Contract are achieved and/or satisfied.

(b) The Contractor must collate and document all data obtained during the Commissioning Works. The Contractor must also provide suitable advice and assistance to any of the Principal’s personnel, agents or employees who may be designated by the Principal to participate in the Commissioning Works.

(c) The Contractor will conduct the Commissioning Works safely and so as to ensure that no loss or damage is caused to the Crushing and Screening Equipment or other property of the Principal or any third party.

(d) The Parties will co-operate to minimise disturbance and interference with the

Principal’s operations during the Commissioning Works.

(e) The Principal will be entitled to attend and observe the Commissioning Works.

12.3 Commissioning Report

(a) Within 2 Business Days of the Contractor completing the Commissioning Works, the

Contractor shall submit the Commissioning Report to the Principal’s Representative.

(b) Following the receipt of the Commissioning Report, the Principal’s Representative shall notify the Contractor which Performance Requirements have not been satisfied and/or achieved and which other requirements of the Contract have not been satisfied and/or achieved and, if applicable, the reasons why the Principal’s Representative has formed the view that particular Performance Requirements or other requirements have not been satisfied and/or achieved.

(c) The Contractor shall carry out any repeat work and additional Commissioning Works (including repeating the Final Acceptance Tests) at its own cost until Practical Completion is achieved or the Principal makes and election under clause 12.4(b).

12.4 Failure to Achieve Performance Requirements

(a) Without limiting clause 12.3(c), if during the performance or after the completion of the Commissioning Works the Crushing and Screening Equipment does not achieve and/or satisfy any one or more of the Performance Requirements (including the Final Acceptance Tests), the Contractor shall:

(i) promptly notify the Principal of the causes for the failure of the Crushing and Screening Equipment and the remedial action (including necessary changes, modifications and/or additions to the Crushing and Screening Equipment including a breakdown of costs), which the Contractor considers necessary to enable the Crushing and Screening Equipment to achieve the Performance Requirements including passing the Final Acceptance Tests;

(ii) promptly, diligently and using Good Practices undertake (at its cost) all such work (including changes, modifications and/or additions to the Crushing and Screening Equipment) as is necessary to enable the Crushing and Screening Equipment to pass the Final Acceptance Tests; and

(iii) repeat (at a time or times acceptable to the Principal but in any case within

30 days) the failed Final Acceptance Tests.

(b) If during the performance or after the completion of the steps outlined in clause

12.4(a) Crushing and Screening Equipmentthe Crushing and Screening Equipment

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does not achieve and satisfy any one or more of the Performance Requirements (including the Final Acceptance Tests), and the Principal’s Representative (acting reasonably) forms the opinion that the Crushing and Screening Equipment will not achieve and/or satisfy all the Performance Requirements by the Date for Practical Completion then:

(i) the Principal may put the Contractor on notice that the Crushing and Screening Equipment must achieve and satisfy the Performance Requirements (including the Final Acceptance Tests), and allow the Contractor reasonable opportunity to meet this requirement, failing which;

(ii) without prejudice to any other rights of the Principal under the Contract, the Principal may make an election (in its discretion) in writing to take over the Services and may perform any necessary work and take any necessary measures to ensure that the Crushing and Screening Equipment achieves and/or satisfies the Performance Requirements (including the Final Acceptance Tests) or achieves the best possible performance practically achievable if the Performance Requirements cannot be met. The Contractor must reimburse the Principal for the reasonable costs incurred by the Principal as a result of taking over the Services and performing any work or taking any measures reasonably required pursuant to this clause 12.4(b)(ii).

(i) relieve the Contractor from its obligation to satisfy and comply with the requirements of the Contract including the Principal’s Project Requirements except in connection with that portion of the Services taken over by the Principal; or

(ii) affect any warranties given by the Contractor under the Contract; or

(iii) entitle the Contractor to seek and obtain a Certificate of Practical Completion under clause 12.5.

12.5 Certificate of Practical Completion and Notification

(a) When the Contractor is of the opinion that Practical Completion has been achieved, the Contractor shall make a written request for the Principal’s Representative to issue a Certificate of Practical Completion. Within 14 days of the receipt of such written request, the Principal’s Representative shall either:

(i) issue a Certificate of Practical Completion to the Principal and the Contractor;

(ii) give the Contractor written notice why, in the opinion of the Principal’s Representative (reasonably formed), a Certificate of Practical Completion should not be issued.

(b) When the Principal’s Representative is of the opinion that Practical Completion has been reached, the Principal’s Representative may issue a Certificate of Practical Completion whether or not the Contractor has requested its issue.

(c) The Contractor may make more than one request for the Principal’s Representative to issue a Certificate of Practical Completion under clause 12.5(a).

(d) The Contractor must provide to the Principal all “as-built” documentation for the Crushing and Screening Equipment within 14 days after the issue of the Certificate of Practical Completion by the Principal’s Representative.

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13. Time

13.1 Completion

(a) The Contractor must carry out and complete all of the Services so as to achieve and satisfy each Milestone by the relevant Milestone Date.

(b) The Contractor acknowledges that achieving, completing or satisfying each Milestone by each relevant Milestone Date is critical to both the timely performance and completion of the Services and to ensuring that the Services and Crushing and Screening Equipment reach Practical Completion by the Date for Practical Completion.

13.2 Notice of Delay

When it becomes evident to the Contractor that a Milestone may not be achieved, completed or satisfied by the relevant Milestone Date, the Contractor must:

(a) within 2 Business Days of becoming aware notify the Principal’s Representative in writing with details of the possible delay, whether the delay is a Qualifying Cause of Delay, and its likely impact on achieving, completing or satisfying the Milestone by the Milestone Date; and

(b) take action to mitigate and, if possible, eliminate any adverse effect of the delay in achieving, completing or satisfying the Milestone by the relevant Milestone Date.

13.3 Extension of Time

(a) Subject to this clause 13 the Contractor will be entitled to an extension of time for carrying out the Services, including reaching Practical Completion, by granting an EOT as determined by the Principal’s Representative (acting reasonably) if the Contractor is or will be prevented from achieving, completing or satisfying Practical Completion by the Date for Practical Completion due to a Qualifying Cause of Delay.

(b) No EOT shall be granted unless the Principal’s Representative is satisfied (acting reasonably) that the Contractor has experienced a Qualifying Cause of Delay which has or will prevent achievement, completion or satisfaction of the relevant Milestone by the Relevant Milestone Date.

(c) If the Contractor is of the opinion that a Qualifying Cause of Delay entitling the Contractor to claim an EOT has occurred, or will occur, the Contractor shall by written notice to the Principal’s Representative make a claim for an EOT no later than 5

Business Days after the commencement of the delay or 10 Business Days after when the Contractor should have reasonably become aware of the cause commencing, whichever is the earlier. That claim must contain comprehensive details satisfactory to the Principal’s Representative of each of:

(i) the EOT claimed;

(ii) the facts upon which the claim is based;

(iii) how it constitutes a Qualifying Cause of Delay;

(iv) how the Qualifying Cause of Delay has prevented or will prevent the Contractor from reaching a Milestone by the Milestone Date demonstrating that the delay has affected the Contractor’s critical path for the Services based on the currently approved version of the Program; and

(v) the steps the Contractor has taken to minimise the effects of the delay.

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(d) If further delay results from a Qualifying Cause of Delay evidenced in a claim made under clause 13.3(c), the Contractor shall claim and EOT for such delay by giving the Principal’s Representative a written claim evidencing the facts of that delay within 2 days after the period of delay set out in any prior claim under clause 13.3(a) or this clause 13.3(d) being exceeded.

(e) If the Contractor is entitled to an EOT under this clause 13, the Principal’s Representative shall, within 14 days of receipt of the claim under clause 13.3(c) and receipt of all relevant and necessary substantiating information and material, grant a reasonable EOT. If within that 14 days the Principal’s Representative does not grant the full EOT claimed, the Principal’s Representative shall, before the expiration of a further 14 days, give the Contractor notice in writing of the reason and may request further material and information in support of the Contractor’s claim.

(f) It is a condition precedent to any entitlement to an EOT that the Contractor gives a written notice of the delay within the time prescribed under clause 13.3(a) and makes a written claim for the EOT within the time prescribed by clause 13.3(c). If either written notice is not given within the time required by clause 13.2(a) or a written claim is not made within the time required by clause 13.3(c), the right to claim and/or be granted an EOT shall be extinguished.

(g) For the avoidance of doubt, the Contractor expressly acknowledges and warrants that it assumes all risk and responsibility for any delay in the performance of the Services other than delays caused by a Qualifying Cause of Delay.

(h) Notwithstanding that the Contractor is not entitled to or has not claimed an EOT, the Principal’s Representative may at any time and from time to time before the payment of the Final Payment Claim direct an EOT in the Principal’s Representative’s absolute discretion and without being under any obligation to do so.

(i) When delay caused by both a default by the Contractor and Qualifying Causes of Delay overlap, the Contractor shall not be entitled to an EOT to the extent of the overlap.

13.4 Acceleration

(a) If, in the reasonable opinion of the Principal’s Representative, the Contractor will not achieve a Milestone by the Milestone Date, the Principal may, without limiting any other rights it may have, issue a direction to the Contractor to accelerate the Services to be carried out, whether by overtime, additional resources, rescheduling or otherwise to overcome or minimise the effects of the whole or part of the delay events.

(b) Where the Principal gives a direction under clause 13.4(a), it shall be priced as a

Variation under clause 17.4.

14. Liquidated Damages

14.1 The Principal's entitlement to liquidated damages

If the Contractor fails to reach Practical Completion by the date that is the LD's Start Date the Contractor shall pay liquidated damages calculated in accordance with this clause. The Principal’s Representative shall certify, as a debt due and payable to the Principal, the liquidated damages specified in Item 12(a) for every day after the LD's Start Date to and including the Date of Practical Completion capped at the amount expressed in Item 12(b). The Contractor agrees that such liquidated damages are a genuine pre-estimate by the Principal of the loss and damage that the Principal will incur as a result of the delay.

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14.2 Recovery

The Principal may recover liquidated damages: (a) on demand from the Contractor; or

(b) by deducting the amount of the liquidated damages from any amounts due by the Principal to the Contractor (whether under this Contract or otherwise) and/or from any Security,

and whether or not Practical Completion has occurred.

15. Defects Liability

15.1 Defects, Omissions or Non-Conformances

The Contractor will, at its cost, rectify any defects or omissions in the Services and/or Crushing and Screening Equipment and/or any non-conformances with the Contract which the Principal’s Representative notifies to the Contractor during the Defects Liability Period.

15.2 Failure to Achieve Project Requirements and Schedule C Performance Criteria

(a) Without limiting clause 15.1, if during the Defects Liability Period the Principal demonstrates that any of the Project Requirements are not being achieved and/or satisfied by the Crushing and Screening Equipment, the Contractor must perform remedial work necessary to ensure the Crushing and Screening Equipment achieves and/or satisfies the Project Requirements.

(b) For the avoidance of doubt, failure by the Crushing and Screening Equipment to achieve the Performance Level in respect of a Performance Criteria as specified in Schedule C, shall, for the purposes of clause 15.2(a) above, constitute a failure to achieve a Project Requirement.

15.3 Rectification or Remedial Work

Any rectification or remedial work under this clause 15 shall be carried out in keeping with the requirements of the Contract and completed within the time required by the Principal’s Representative (acting reasonably). The Contractor shall reimburse the Principal for any reasonable costs incurred by the Principal as a result of the rectification and remedial work including costs incurred in removing the Crushing and Screening Equipment from the Site, transporting the Crushing and Screening Equipment to offsite repair facilities and reinstating and/or reinstalling the Crushing and Screening Equipment on the Site

15.4 Minimising Inconvenience

The Contractor will use its best endeavours to minimise any inconvenience to the Principal in undertaking any rectification or remedial Services.

15.5 Failure to Perform Rectification/Remedial Work

If the rectification or remedial work is not completed within the time required by the Principal’s Representative (acting reasonably), the Principal’s Representative may have the rectification or remedial work carried out at the Contractor’s expense, and the reasonable cost of the rectification or remedial work incurred by the Principal shall be a debt due from, and payable by, the Contractor to the Principal.

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15.6 The Principal’s Rights

The rights of the Principal under this clause 15 are in addition to any other rights available to the Principal resulting from or arising out of defects or omissions in the Crushing and Screening Equipment or Services or any non-conformances with the Contract.

16. Operating and Maintenance Manuals and Spare Parts

16.1 Training

The Contractor will provide on-site training (including appropriate operational and maintenance training material) to Principal’s personnel at a level that will enable those personnel to acquire the necessary skills to efficiently operate and maintain the Crushing and Screening Equipment and any associated plant, Crushing and Screening Equipment and machinery so as to achieve and continue to achieve the Project Requirements.

16.2 Manuals

The Contractor will, at least two months prior to commencement of commissioning the Crushing and Screening Equipment, provide to the Principal the Operation and Maintenance Manuals and prior to Practical Completion, any other manuals, drawings and documents described in Principal’s Project Requirements.

16.3 Recommended Spare Parts

The Contractor agrees to provide to Principal, within one month of the Contract Commencement Date, a schedule (including prices) of recommended spare parts necessary for efficient maintenance and operation of the Crushing and Screening Equipment for a period of ten (10) years after the Date of Practical Completion (“Recommended Spare Parts”).

16.4 Spare Parts

The Contractor will supply and deliver the Spare Parts to the Principal at the same time and in the same manner as the Crushing and Screening Equipment.

16.5 Warranty as to Spare Parts

(a) The Contractor warrants the merchantability and fitness for purpose of the Spare Parts supplied by it under this clause 16. The warranties given by the Contractor under the Contract in respect of the Crushing and Screening Equipment and Services apply equally to the Spare Parts supplied by it.

(b) The Contractor will make the Recommended Spare Parts available to Principal at reasonable prices, on reasonable payment and delivery terms and otherwise on terms and conditions consistent with the Contract, for at least a period of ten (10) years after the Date of Practical Completion.

(c) Principal shall have no obligation to acquire the Recommended Spare Parts, or any other spare parts for the Crushing and Screening Equipment, from the Contractor. The Contractor warrants that Principal is not restricted from either manufacturing such Recommended Spare Parts or other spare parts itself or acquiring them from any third party and may do so in either case without obligation to the Contractor or any third party (other than any third party from whom the spare parts are acquired).

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17. Variations

17.1 Proposed Variations

(a) The Principal’s Representative may, at any time before the Date of Practical Completion, request the Contractor to vary the Services including by any one or more of the following:

(i) increasing, decreasing or omitting any part of the Services;

(ii) changing the character or quality of any part of the Crushing and Screening

Equipment and Services or the Crushing and Screening Equipment;

(iii) carrying out additional work; or

(iv) demolishing or removing material or plant or Crushing and Screening

Equipment no longer required by the Principal; (a “Variation”).

(b) The Services shall not be varied except:

(i) as directed by the Principal’s Representative or;

(ii) as approved in writing by the Principal’s Representative.

(d) Upon receipt of a request under clause 17.1(a), the Contractor shall immediately and not later than 5 Business Days, notify the Principal’s Representative:

(i) of the reasons why the request under clause 17.1(a) amounts to a Variation

(unless that is acknowledged by the Principal’s Representative);

(ii) whether or not the Variation can be affected and if not, the reasons as to why it is unable to do so;

(iii) of the effect which the Contractor anticipates that the Variation will have on

Practical Completion by the Date for Practical Completion;

(iv) of the effect (if any, including delay or disruption costs) of the proposed Variation upon the Contract Sum including a breakdown of the increase or decrease of the Contract Sum and the adjustments to be made to the payment schedule or arrangements specified in Schedule D;

(v) if the Contractor considers that the proposed Variation will or may have the effect of adversely modifying, altering or changing either the characteristics or the requirements that the Principal requires the Crushing and Screening Equipment to achieve as disclosed in the Project Requirements;

(vi) how the Crushing and Screening Equipment’s characteristics or requirements may be adversely modified, altered or changed by the proposed Variation; and

(vii) whether, and what, steps can be taken to ameliorate or avoid the characteristics or requirements of the Crushing and Screening Equipment from being adversely modified, altered or changed and the cost and time implications involved with taking such steps.

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17.2 Notice of Variation

(a) The Contractor shall not perform any work to execute a Variation without the Contractor notifying the Principal’s Representative under clause 17.1(d), unless the Contractor has been so directed by the Principal’s Representative to act immediately upon the Variation.

(b) Subject to clause 17.2(a), the Contractor shall, to the extent it is able, perform any work to execute a Variation.

17.3 Pricing and Payment for the Variation

(a) If the Principal and the Contractor agree on the adjustment to the Contract Sum for a Variation (including how that adjustment is reflected through future payments by the Principal), the Contract Sum will be adjusted accordingly and the adjusted Contract Sum will be used in the assessment and determination of future amounts to be paid to the Contractor.

(b) If the Principal and the Contractor do not agree on the adjustment to the Contract

Sum for a Variation, the adjustment will be valued under clause 17.4.

(c) The Principal’s Representative may direct the Contractor to provide a detailed quotation for the work of a Variation supported by measurements or other evidence of cost.

17.4 Valuation

(a) Where a Variation directed in writing by Principal’s Representative is required to be valued under the Contract, the Variation shall be valued whenever possible on the basis that the work comprised in such Variation falls within the original scope for the Services and accordingly the valuation shall be fixed by way of extrapolation by Principal’s Representative of the Contractor’s costing as from any quotation submitted by the Contractor for the same or similar type of work.

(b) The value of any item or thing under the Contract not capable of being valued in accordance with clause 17.4(a) will have its value assessed by Principal’s Representative by applying fair and reasonable rates or values, and:

(i) in determining the deduction to be made for work which is taken out of the Services, the deduction shall include a reasonable amount for profit and overheads;

(ii) if the valuation is of a new fee or charge applicable to a Variation, the value shall be the actual amount of the new fee or charge without regard to overheads or profit; and

(iii) if the valuation relates to extra costs incurred by the Contractor for delay and disruption costs, the valuation shall include a reasonable amount for overheads but shall not include profit or loss of profits.

17.5 Withdrawal of Variation

The Principal may withdraw a request or direction for a Variation at any time prior to the

Variation work being commenced by the Contractor.

17.6 Variations for the Convenience of the Contractor

(a) If the Contractor requests the Principal’s Representative to approve a Variation for the convenience of the Contractor, the Principal’s Representative may do so in writing. The approval may be conditional.

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(b) Unless the Principal’s Representative otherwise directs in the notice approving a Variation, the Contractor shall not be entitled to an EOT nor extra payment in respect of such Variations or anything arising out of the Variation which would not have arisen had the Variation been approved.

18. Security

18.1 Provision of Security

The Contractor shall provide security for the performance of its obligations under the Contract of the type, in the amount and at the times set out in Item 14 (the “Security”). If the Security is or includes one or more bank guarantees, each bank guarantee must be an unconditional bank guarantee issued by a bank acceptable to the Principal, payable on written demand by the Principal and otherwise on terms acceptable to the Principal (acting reasonably).

18.2 Conversion of Security

(a) The Principal may have recourse to all or part of any Security to recover any debt or other amounts due or payable by the Contractor to the Principal under or in connection with the Contract or to recover any loss suffered as a result of a breach by the Contractor of the Contract or as otherwise authorised under the Contract. The Principal shall notify the Contractor in writing before exercising its rights under this clause 18.2.

(b) The Contractor warrants that it will not institute any proceedings whatsoever or exercise any rights or take any steps to restrain or injunct the issuer of any Security or the Principal from converting any Security to cash and/or from exercising any rights or obligations in connection with any Security, even where the Contractor disputes the Principal’s right to convert or have recourse to the Security.

18.3 Release of Security

The Principal shall release the Security (or so much as shall be remaining thereunder after access thereto by the Principal in accordance with the terms of the Contract) as stated at Item 14. The Principal will own any interest earned on the Security where the Security constitutes retention monies.

18.4 Parent Company Guarantee

Where the Contractor is a corporation that is related to or is a subsidiary of another corporation as defined in the Corporations Act 2001 (Cth) (as amended from time to time), or would be related or a subsidiary if it and/or the other corporation were incorporated under the Corporations Act, then the Contractor shall provide to Principal within 7 days of the Contract Commencement Date, a Deed under which the ultimate holding company of which the Contractor is a subsidiary or to which the Contractor is related (the “Parent Company”) guarantees the performance of the obligations, and the discharge of the liabilities, of the Contractor under the Contract in the form reasonably required by Principal, duly executed by both the Contractor and the Parent Company.

18.5 Records

The Contractor must retain for a period of not less than 6 years from the date of the Certificate of Practical Completion all records relating to the Contractor’s performance of the Services and must procure that all Consultants retain for the same period all of their records relating to the Services.

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19. Payment

(a) The Principal will have a right to set off against any amounts payable to the Contractor any debts or other amounts payable by the Contractor to the Principal, and any amount which is required by law to be withheld by the Principal may be deducted from the amount payable to the Contractor.

(b) Subject to any adjustment permitted or required under the Contract, the Principal will pay the Contract Sum to the Contractor in accordance with process set out in clause

19.2. The provision of any Security under clause 18 that is required to be provided by the Contractor on the same date as a payment is due under this clause 19 is a

precondition to the making of that payment by Principal. A further pre-condition to payment is the submission of a valid tax invoice.

(i) withhold all or any part of any payment due under the Contract if at the time for payment the Contractor is in breach of any term of the Contract; and

(ii) continue so to withhold until such breach is remedied.

(d) A payment made pursuant to the Contract shall not prejudice the right of either Party to dispute under clause 32 whether the amount so paid is the amount properly due and payable, and on determination (whether under clause 32 or as otherwise agreed) of the amount so properly due and payable, Principal or Contractor, as the case may be, shall be liable to pay the difference between the amount of such payment and the amount so properly due and payable.

(e) The making of any payment by Principal will not be evidence that the Contractor has complied with its obligations under the Contract. Any payment will be on account only.

(f) The Principal may require the Contractor to provide evidence by way of statutory declaration or such other documentary evidence required by Principal (acting reasonably) that the Contractors, consultants or other persons employed or engaged by the Contractor in performing any part of the Services have been paid all monies due to them. The Principal may withhold payment of any amount due to the Contractor until such evidence is provided. Alternatively, the Principal may at its election, pay any such amounts due to such persons directly to such persons and recover that amount from the Contractor.

19.2 Payment Claims, Certificates, Payments and Time for Payment

(a) The Contractor shall deliver to Principal’s Representative on the 25th of each month (or if the 25th is not a Business Day, the next Business Day) a progress payment claim (“Progress Payment Claim”) in respect of the preceding month (“the Payment Period”) that:

(i) is in a form approved by Principal and/or Principal’s Representative; (ii) states the quantity of work for which payment will be claimed;

(iii) states the amount claimed for the Payment Period;

(iv) includes or encloses evidence acceptable to Principal and/or Principal’s Representative verifying or substantiating the various items relevant for calculating the Progress Payment Claim; and

(v) details the Contractor's calculations of the stated amounts.

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(b) Principal’s Representative will advise the Contractor of any disputed amounts within the Progress Payment Claim and the grounds of any dispute within 48 hours of receiving a Progress Payment Claim. If the Contractor fails to provide adequate documentation in accordance with clause 19.2(a)(iv), Principal’s Representative will amend the Progress Payment Claim based on its assessment of the progress and provide the amended Progress Payment Claim to the Contractor.

(c) Within 48 hours of approving the Contractor’s Progress Payment Claim or within 48 hours of amending the Progress Payment Claim, Principal’s Representative will issue a certificate verifying the progress completed (“Progress Certificate”).

(d) Upon receipt of the Progress Certificate, the Contractor will issue a tax invoice in the form approved by the Principal, enclosing the Progress Certificate. The tax invoice is to be addressed to the Principal, and is to be submitted to both Principal and Principal’s Representative within 30 days.

19.3 Final Payment Claim

(a) Within 14 days of the expiry of the last Defects Liability Period, the Contractor shall provide Principal’s Representative with a final payment claim and endorse it ‘Final Payment Claim’.

(b) In addition to any claim for payment due under clause (b), the Contractor shall include in the Final Payment Claim any and all Claims for moneys which the Contractor considers to be due from Principal arising under and/or in connection with the Contract and/or out of any alleged breach of the Contract. Any and all such Claims which have not already been barred shall be barred after the expiration of the period for lodging a Final Payment Claim.

19.4 Security of Payment Act

(a) The parties acknowledge that for the purposes of the Security of Payment Act:

(i) pursuant to section 34.1(e) of the Security of Payment Act, the Principal authorises the Principal’s Representative to act as its agent for the purposes of complying with its obligations under the Security of Payment Act, including to receive payment claims and issue payment schedules under the Security of Payment Act and accordingly the Contractor agrees:

(A) that Progress Payment Claims must be served on the Principal

Representative as agent for the Principal;

(B) the provision by the Principal’s Representative of a Payment Schedule discharges the Principal's obligations under section 14 of the Security of Payment Act;

(C) the Principal's ordinary place of business is deemed to be the Principal Representative's ordinary place of business or such other address notified by the Principal Representative; and

(D) the Principal will be relying on the Contractor's compliance with this clause to enable the Principal to comply with its obligations under the Security of Payment Act;

(ii) the Reference Dates are each a "reference date" as defined in the Security of

Payment Act;

(iii) the Due Date For Payment is the "due date" as defined under the Security of

Payment Act;

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(iv) nothing in this Contract affects, restricts or limits the Principal's rights under the Security of Payment Act;

(v) nothing in this Contract affects, restricts or limits the Contractor’s rights under the Security of Payment Act, including the right to:

(A) refer for adjudication any dispute under the Security of Payment Act;

(B) suspend the Services under the Security of Payment Act. (b) Notwithstanding anything else in this Contract, the Contractor must:

(i) promptly give the Principal’s Representative a copy of any notice the

Contractor receives from a subcontractor under the Security of Payment Act;

(ii) ensure that each subcontractor immediately gives the Principal Representative a copy of any notice that the subcontractor receives from another party under the Security of Payment Act; and

(iii) immediately notify the Principal’s Representative if it becomes aware that a subcontractor intends to exercise a lien, under the Security of Payment Act or Workers Lien 1893 (SA), over unfixed plant and materials supplied by the subcontractor for use in carrying out work forming part of the Services.

(c) Without limiting clause 19.4, if the Principal becomes aware that a subcontractor is entitled to suspend work (which forms part of the Services) under the Security of Payment Act, the Principal may pay the subcontractor such money that is or may be owing to the subcontractor in respect of work forming part of the Services, and any amount paid by the Principal is recoverable from the Contractor as a debt due and payable to the Principal.

(d) The Contractor is liable to the Principal for all damages, losses (including financial losses), expenses or costs (including legal costs on a party/party cost basis) suffered or incurred by the Principal arising out of:

(i) a suspension by a subcontractor of work which forms part of the Services under the Security of Payment Act;

(ii) a subcontractor exercising a lien under the Security of Payment Act or Workers Lien 1893 (SA) over unfixed plant and materials supplied by the subcontractor for use in carrying out work forming part of the Services; and

(iii) a failure by the Contractor to comply with its obligations under clause 19.4(b).

20. Daywork

20.1 Direction

The Principal's Representative may by notice in writing to the Contractor's Representative direct that Variations shall be carried out as Daywork. The Contractor shall thereafter each day record particulars of all resources used by the Contractor for the execution of the Daywork and each day furnish to the Principal’s Representative the particulars and copies of time sheets, wages sheets, invoices, receipts and other documents evidencing the cost of the Daywork. The Principal Representative may direct the manner in which matters are to be recorded.

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20.2 Daywork Rates

Amounts payable for Daywork (including rates for Daywork set out in Schedule D) shall not be subject to adjustment for rise and fall in costs.

21. Warranties

21.1 Contractor’s Warranties

Without limiting the nature and extent of the Contractor’s obligations, and/or any other warranties given by the Contractor under the Contract, and in addition to its obligations under clause 15, the Contractor warrants to the Principal that the Contractor:

(a) has the relevant skill, experience, qualifications and resources required to ensure that the Crushing and Screening Equipment and Services shall be designed, supplied, assembled, constructed, installed and commissioned, and the Services shall be completed, by the Date for Practical Completion and, when completed, the Services and Crushing and Screening Equipment will satisfy all of the requirements of, and be fit for the purposes disclosed in, the Contract;

(b) shall exercise the high level of skill, care and diligence in the execution and completion of the Services to be expected of a competent, specialist designer and contractor experienced in and possessing all the expertise necessary for performing work in the nature of the Services and for the purposes that the Services are required;

(c) using the level of skill, care and diligence warranted in clause 21.1(b), examined and carefully checked the Project Requirements and satisfied itself that the design elements, parameters and criteria disclosed in the Project Requirements are appropriate and adequate to enable the Contractor to execute and complete the Services so that the Services and Crushing and Screening Equipment, when completed, will satisfy all of the requirements of the Contract and be fit for the purposes disclosed in the Principal’s Project Requirements;

(d) shall execute and complete the Services using proven, up-to-date systems, procedures and technology, new and high quality goods and materials, high standards of workmanship and fabrication and Good Practices;

(e) shall execute and complete the Contractor's Design Obligations and produce the

Design Documents to accord with the Project Requirements;

(f) shall execute and complete Services in accordance with the Design Documents so that the Services and Crushing and Screening Equipment, when completed shall be fit for their stated purpose and comply with all the requirements of the Contract and all Legislative Requirements;

(g) has or will directly engaged consultants and employees to carry out and/or assist with the Services who are suitably qualified and experienced to carry out the Services;

(h) subject to clause 17, shall not carry out any work which has, or may have, the effect of adversely modifying, altering or changing the characteristics and requirements that the Principal requires the Crushing and Screening Equipment and/or the Services to achieve and satisfy as disclosed in the Contract.

21.2 Contractor’s Other Warranties

Without limiting the nature and extent of the Contractor’s obligations under, and any other warranties given by the Contractor in, the Contract, the Contractor warrants to the Principal that:

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(a) the Crushing and Screening Equipment and each component thereof will be of merchantable quality, fit for the purpose disclosed in and meet the Project Requirements, be free from defects in design, materials and workmanship and conform to the Final Design Documents;

(b) the Services and the Crushing and Screening Equipment will comply with all

Legislative Requirements and not infringe the laws of any jurisdiction;

(c) there are no terms, conditions or restrictions (such as patent conditions) that will become binding on the Principal as a result of the supply of the Crushing and Screening Equipment to the Principal;

(d) if the Contractor is not the manufacturer of the Crushing and Screening Equipment or any part thereof the Contractor will assign to the Principal the benefit of any OEM’s warranties in relation to the Crushing and Screening Equipment and the Services or any part thereof / the Contractor is the owner of the Crushing and Screening Equipment and the Crushing and Screening Equipment will be delivered to the Principal free from encumbrances;

(e) the Crushing and Screening Equipment, once operational, shall, subject to operation by the Principal in accordance with the Contractor’s instructions, be capable of operating safely and without posing environmental risks,

and the Contractor makes and gives all other warranties contained in the Project

Requirements.

21.3 Warranties Unaffected

The Contractor acknowledges that the Contractor’s obligations under, and the warranties given by the Contractor in, the Contract shall remain unaffected notwithstanding:

(a) that part or all of the Project Requirements have been prepared by, or on behalf of, the Principal;

(b) any receipt or review of or comment on the Design Documents or the Final Design Documents by the Principal or the Principal’s Representative or any other agent or employee of the Principal; and

(acting reasonably) determines otherwise.

21.4 Acknowledgement

The Contractor acknowledges that the Principal has entered into the Contract in reliance upon the representations and warranties set out in the Contract. Further, the warranties contained in the Contract shall not merge upon completion of the Services.

22. Assignment and Subcontracting

22.1 Assignment

Neither Party may, without the other Party’s prior written approval (which approval will not be unreasonably withheld), assign the Contract or any payment or any other right, benefit or interest thereunder.

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22.2 Subcontracting

(a) The Contractor shall be entitled to subcontract the performance of the Services (but not the whole of the Services) in accordance with this clause.

(b) Except as described in clause 22.2(h), the Contractor shall not without Principal’s Representative’s prior written approval subcontract or allow a subcontractor to subcontract the Services or any part of the Services.

(c) The Contractor shall, before it seeks approval for a proposed subcontractor, carry out all reasonable due diligence to ascertain the credit-worthiness of the relevant subcontractor and the relevant subcontractor’s ability to perform the subcontract.

(d) With a request for approval under clause 22.2(b), the Contractor shall give Principal’s

Representative:

(i) written particulars of the Services to be subcontracted and the name and address of the proposed subcontractor;

(ii) a copy of the proposed subcontract (including pricing); and

(iii) a copy of the results of its due diligence in respect of the proposed subcontractor required under clause 22.2(c).

(e) The Contractor shall give Principal’s Representative other information which

Principal’s Representative reasonably requests.

(f) Within 14 days of the Contractor’s request for approval and compliance by the Contractor with its obligations under this clause, the Principal’s Representative shall give the Contractor written notice of approval or of the reasons why approval is not given.

(g) Approval may be conditional upon the subcontract being satisfactory to Principal’s

Representative and:

(i) including provision that the subcontractor shall not assign nor subcontract without the Contractor’s written consent;

(ii) being consistent with the Contract and including provisions which may be reasonably necessary to enable the Contractor to fulfil the Contractor’s obligations to the Principal;

(iii) including a requirement that the subcontractor execute a warranty deed poll in favour of the Principal in the form requested by the Principal;

(iv) including a provision that if the Contract is terminated or the Services are taken out of the hands of the Contractor, the subcontractor shall, after the Principal has directed it to do so, promptly execute a deed of novation substantially in the form requested by the Principal;

(v) including provisions which impose obligations on the subcontractor to consent to any novation or assignment of the Contractor’s rights and obligations under the subcontract to the Principal or a nominee of the Principal, if and to the extent required by the Principal, and execute any documents required by the Principal to give effect to such novation or assignment; and

(vi) including where the subcontractor is a consultant, provision that the subcontractor shall effect and maintain professional indemnity insurance on the same terms as are required under the Contract.

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(h) The Contractor may subcontract the Services described in Item 16 to the corresponding subcontractors set out in Item 16, provided that:

(i) the subcontract complies with the requirements of 22.2(g);

(ii) the Contractor complies with clauses 22.2(c), 22.2(e) and 22.2(i); and

(iii) the Contractor provides to the Principal, at the Principal’s request, the information referred to in clause 22.2(d).

(i) The Contractor agrees to assign or novate its rights and obligations in any subcontract to the Principal or a nominee of the Principal and execute any documents required by the Principal to give effect to such assignment or novation (including execution of a deed of novation in the form required by the Principal) if both:

(i) the Services are taken out of the hands of the Contractor or the Principal terminates the Contract for any reason; and

(ii) Principal directs the Contractor to do so.

22.3 Work Done by the Principal

The Contractor acknowledges and agrees that:

(a) the Principal will perform work, and/or appoint third party contractors to perform work, at the Site; and

(b) the Contractor will do all things reasonably necessary to ensure the co-ordination of work under clause 22.3(a) with any part of the Services that the Contractor is and/or will be performing at the same time.

23. Limitation of Liability

23.1 Limitation of Liability - Contractor

(a) To the maximum extent permitted by law and subject to clauses 23.1(a) and 23.3, the Contractor’s liability to the Principal arising pursuant to or in connection with the Contract shall be limited to the amount specified in Item 19.

(b) The limitation of liability in clause 23.1(a) does not apply to the Contractor’s liability:

(i) arising pursuant to clause 11.5 (Indemnity) or clause 24 (Intellectual Property

Rights); or

(ii) in respect of personal injury or third party property damage.

23.2 Limitation of Liability – The Principal

To the maximum extent permitted by law and subject to clause 23.3, the Principal’s liability to the Contractor arising pursuant to or in connection with the Contract shall be limited to the Contract Sum.

23.3 Exclusion of Consequential Losses

To the maximum extent permitted by law, neither party shall be liable to the other party for any Consequential Loss, however caused, arising pursuant to or in connection with the Contract, provided that this clause 23.3 shall not apply to exclude the Contractor’s liability to the Principal:

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(a) pursuant to clause 24 (Intellectual Property Rights); or

(b) in respect of personal injury or third party property damage.

24. Intellectual Property Rights

24.1 Warranty

The Contractor warrants that all designs, materials and methods of working provided by the

Contractor under the Contract shall not infringe any Intellectual Property Rights.

24.2 Granting of Licence

Where the ownership of Intellectual Property Rights in any part of the Crushing and Screening Equipment or any Services is or will upon creation be vested in the Contractor, the Contractor agrees to grant to the Principal an irrevocable, royalty-free, non-exclusive, transferable and perpetual licence to use such Intellectual Property Rights for the purposes referred to in clause 24.3. If such Intellectual Property Rights are already in existence, the rights referred to above are hereby granted to the Principal on the Contract Commencement Date. If such rights are not already in existence, the rights will be granted upon creation.

24.3 Licence

The licence referred to in clause 24.2 shall permit the Principal to use the Intellectual Property Rights in the operation, repair, servicing and/or maintenance of the Crushing and Screening Equipment or part of the Crushing and Screening Equipment, in the manufacture or supply of spare and/or replacement parts, in making any additions, alterations or modifications to the Crushing and Screening Equipment (whether such repairs, servicing, maintenance, manufacture or supply is carried out by the Principal or any third party) and/or in the operation, sale and/or transfer of the Principal’s business or any part thereof (including the Crushing and Screening Equipment).

24.4 Third party Intellectual Property Rights

If any Intellectual Property Rights in any Services are not owned by the Contractor, the Contractor shall procure for the Principal without further cost, the grant of an irrevocable, royalty-free, non-exclusive, transferable and perpetual licence to the Principal to use such Intellectual Property Rights for the purposes referred to in clause 24.3. Such licence will be procured and granted as soon as possible after the Contract Commencement Date.

24.5 Confidentiality

The Contractor acknowledges and agrees that it will not, and will procure that its Consultants will not, make available to any third party the Design Documents or any other material prepared by the Contractor or its Consultants in connection with the Services without the prior written consent of the Principal.

24.6 Further Assurances

Upon request by the Principal, and whether before or after the Date of Practical Completion or the expiry of the last Defects Liability Period, the Contractor shall enter into any further document on terms which are reasonably necessary to give full effect to the provisions of this clause 24.

24.7 Professional Development

Notwithstanding any other provision in this Contract, the Principal acknowledges that the professional expertise of the Contractor’s personnel may be enhanced by the performance of

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the Services. Nothing in this Contract is intended to preclude or restrict the Contractor’s personnel from applying any such enhanced expertise to future projects.

25. Insurance

25.1 Insurance

(a) The Contractor shall insure the Crushing and Screening Equipment for its replacement value against loss or damage including loss or damage in transit to the Delivery Place.

(b) Insurance cover shall be effected from the Contract Commencement Date. (c) The policy or policies under this clause 25.1 shall:

(i) be maintained until the Date of Practical Completion;

(ii) cover the Parties’ respective rights, interests and liabilities; and

(iii) be in the joint names of the Parties.

25.2 Public and Product Liability Insurance

(a) Before the Contractor commences the Services, the Contractor shall effect a public liability insurance policy and a product liability insurance policy each with a total aggregate cover of not less than the sum stated at Item 17.

(b) The policies and such level of cover shall be maintained until two (2) years after the

Date of Practical Completion. (c) The policies shall:

(i) cover the:

(A) respective rights and interests; and

(B) liabilities to third parties,

of the Parties and subcontractors from time to time, whenever performing obligations under the Contract; and

(ii) cover the Parties’ respective liability to each other for loss or damage to property (other than property required to be insured by clause 25.1) and the death of or injury to any person (other than liability which the law requires to be covered under a workers compensation insurance policy);

(iii) be with an insurer approved in writing by the Principal (which approval shall not be unreasonably withheld);

(iv) note the Principal as a person to whom insurance cover extends; and

(v) contain a cross liability clause.

25.3 Professional Indemnity Insurance

(a) Before the Contractor commences the Services, the Contractor shall effect a professional indemnity insurance policy with a total aggregate cover of not less than the sum stated at Item 18.

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(b) The policy and such level of cover shall be maintained until six (6) years after the

Date of Practical Completion.

(c) The Contractor shall ensure that each of its Consultants is insured for professional indemnity with a cover not less than the sum stated in Item 18 and for the period referred to in clause 25.3(b).

25.4 Insurance of Employees

(a) Before commencing the Services, the Contractor shall insure against statutory and common law liability for death of or injury to persons employed by the Contractor and who shall perform any Services. The insurance cover shall be maintained for the duration of the Contract.

(b) Where permitted by law, the insurance policy or policies shall be extended to provide indemnity for the Principal’s statutory liability to the Contractor’s employees.

25.5 General

(a) All insurance policies effected pursuant to this clause 25 shall be with an insurer acceptable to the Principal (acting reasonably).

(b) Whenever requested in writing by the Principal, the Contractor shall provide satisfactory evidence of the insurances required under this clause 25.

(c) If, after being so requested, the Contractor fails promptly to provide satisfactory evidence of the insurances required under this clause 25, then, without prejudice to the Principal’s other rights and remedies the Principal may effect the relevant insurances and the cost thereof shall be a debt due from, and payable by, the Contractor to the Principal. The Principal may refuse to make any payment due under the Contract until such evidence is produced by the Contractor.

(d) Insurance shall not limit liabilities or obligations under other provisions of the

Contract.

(e) The Contractor will, in accordance with and within the time required by the policies referred to in clause 25:

(i) notify the Principal of any material occurrence, circumstance or thing arising out of or in connection with the Services which is or may be required to be notified to the relevant insurer which is within the knowledge; and

(ii) make any required notification or disclosure to the insurer.

25.6 Other Insurances

The Contractor must;

(a) if any motor vehicles are to be used by the Contractor on Site, ensure that each is registered and insured for third party property damage with a total cover of at least

$10,000,000 per event and third party personal injury or death with a total cover of at least $10,000,000 per event;

(b) maintain any other insurances required by law; and

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26. Quality Assurance

26.1 Quality of Material and Work

(a) The Contractor shall use the materials, Crushing and Screening Equipment and standards of workmanship necessary to satisfy the Project Requirements and the other requirements of the Contract.

(b) The Principal may direct the Contractor to replace materials and/or remedy any work not in accordance with the Contract. The Contractor shall promptly comply with such a request.

26.2 Quality Management Plan

(a) Without limiting or in any way affecting the Contractor’s duties and obligations under the Contract, the Contractor warrants and agrees that it shall:

(i) establish, implement and maintain a quality management plan which conforms to and complies with recognised industry standards including AS- ISO 9001 requirements and any other standard nominated by the Principal (“Quality Management Plan”);

(ii) subject to clause 26.2(b), comply with the Quality Management Plan in carrying out and completing the Services; and

(iii) provide the Principal’s Representative with access to the Quality Management Plan and quality system of each of the Contractor, its subcontractors and Consultants to enable monitoring and quality auditing.

(b) The Quality Management Plan shall be used only as an aid to achieving compliance with the Contract and to document such compliance. The Quality Management Plan shall not relieve the Contractor of the responsibility to comply with the Contract.

(c) Upon request from the Principal’s Representative, the Contractor will provide all relevant particulars in respect of any materials or Crushing and Screening Equipment to be used in connection with the Contract.

26.3 Defective Materials or Work

If the Principal Representative discovers material or work provided by the Contractor which is not in accordance with the Contract, the Principal Representative may direct the Contractor to:

(a) remove the material from the Contractor's Site; (b) demolish the work;

(d) not to deliver the material or work to the Site.

The Principal Representative may direct the times within which the Contractor must commence and complete the removal, demolition, replacement or correction.

If the Contractor fails to comply with a direction issued by the Principal Representative pursuant to this clause 26.3 within the time specified by the Principal Representative in the direction and provided the Principal Representative has given the Contractor notice in writing that after the expiry of 7 days from the date on which the Contractor receives the notice the Principal intends to have the work carried out by other persons, the Principal may have the work of removal, demolition, replacement or correction carried out by other persons and the

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cost incurred by the Principal in having the work so carried out shall be a debt due from the

Contractor to the Principal.

26.4 Variations due to Defective Materials or Work

Instead of a direction under clause 26.3 the Principal Representative may direct a Variation pursuant to clause 17.1. The Variation shall be valued under clause 17.4 and:

(a) if the Variation causes an increase or decrease in the value to the Principal of the Crushing and Screening Equipment, regard shall also be had to the increase or decrease; and

(b) if the Variation results in the Contractor incurring more or less cost than would reasonably have been incurred had the Contractor been given a direction under clause 26.3, regard shall also be had to the difference.

26.5 Acceptance of Defective Material or Work

Instead of a direction under clauses 26.3 or 26.4, the Principal’s Representative may notify the Contractor that the Principal elects to accept the material or work notwithstanding that it is not in accordance with the Contract. In that event the resulting increase or decrease in the value to the Principal of the Crushing and Screening Equipment and Services and any other loss suffered by the Principal shall be valued under clause 17.4.

27. Legislative Requirements

27.1 Compliance

(a) The Contractor shall comply with all Legislative Requirements.

(b) The Contractor, upon finding that a Legislative Requirement is at variance with the

Contract, shall promptly give the Principal written notice thereof.

27.2 Changes

If a Legislative Requirement:

(a) comes into effect after the Contract Commencement Date and could not reasonably at or before the Contract Commencement Date have been anticipated by a competent Contractor; and

(b) causes the Contractor to incur more or less cost than otherwise would have been incurred,

the difference shall be assessed by the Principal (acting reasonably) and added to or deducted from the Contract Sum.

28. Representatives

28.1 Appointment

(a) At the Contract Commencement Date, the Principal’s Representative is the person identified in Item 21.

(b) The Principal may replace the Principal’s Representative at any time by written notice to the Contractor.

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28.2 Role and Power

(a) The Principal’s Representative has authority to act on behalf of the Principal.

(b) The Principal’s Representative’s actions will be deemed to be actions of the Principal for all purposes in connection with the Contract.

28.3 Directions

(a) The Principal’s Representative has the general power to give directions to the

Contractor to ensure and to facilitate the performance of the Services.

(b) If the Principal’s Representative gives a direction, the Contractor must comply with that direction.

(c) The Principal’s Representative may give a direction orally but shall, as soon as practicable, confirm the direction in writing.

(d) If the Contractor requests the Principal’s Representative to confirm an oral direction, the Contractor will not be bound to comply with the direction until the Principal’s Representative confirms the direction in writing.

(e) If the Contractor believes that any direction given by the Principal’s Representative amounts to or constitutes a direction to carry out a Variation, the Contractor must notify the Principal’s Representative within 5 Business Days of receiving the direction and give the details described in clause 17.1(d).

(f) If the notice required by clause 28.3(e) is not given within the required period, the direction is deemed not to amount to or constitute a direction to carry out a Variation and the Contractor’s rights to claim a Variation or to claim any compensation or amount in connection with complying with the direction is extinguished.

28.4 The Principal’s Representative Delegate

The Principal's Representative may from time to time appoint individuals to exercise delegated the Principal Representative functions, provided that:

(a) a delegation of a function may only be made to one the Principal’s Representative’s

Delegate;

(b) no aspect of any function shall at any one time be the subject of delegation to more than one the Principal’s Representative’s Delegate;

(c) the Contractor acknowledges that a Principal’s Representative’s Delegate has the authority to act on behalf of the Principal’s Representative in the same manner as the Principal’s Representative;

(d) delegation shall not prevent the Principal’s Representative exercising any function;

and

(e) the Principal’s Representative immediately gives the Contractor written notice of respectively:

(i) the appointment, including the name and delegated functions; and

(ii) the termination of each appointment.

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28.5 Contractor's Representative

The Contractor shall superintend, supervise and manage Services personally or by a competent representative. Matters within a Contractor's Representative's knowledge (including directions received) shall be deemed to be within the Contractor's knowledge.

The Contractor shall:

(a) appoint the person stated in Item 22 as the Contractor's Representative;

(b) forthwith give the Principal Representative written notice of any subsequent changes to or proposed changes to the appointment of the Contractor's Representative; and

Representative except with the Principal's prior approval.

If the Principal makes a reasonable objection to the appointment of a representative, the Contractor shall terminate the appointment and appoint another representative in accordance with this clause 28.5.

28.6 Project Meetings

(a) The Contractor shall provide to the Principal's Representative a weekly report on the progress of Services, such report which must contain such information as is reasonably required by the Principal's Representative but must include at least details of:

(i) progress of Services as against the current approved Program; (ii) safety issues;

(iii) industrial relations issues; (iv) environmental issues;

(v) delivery of the Principal Supplied Items and the Principal Supplied Services; (vi) Variations claimed by the Contractor;

(vii) confirmation of Daywork directed under the Contract; and

(viii) claimed costs and variances to the Contractor's estimate for the Services, and if there is a difference, the reasons for such differences.

(b) The Contractor's Representative and the Principal's Representative shall meet weekly to review any items mentioned in the weekly report issued under clause 28.6(a) and any other relevant matters arising in connection with the Contract.

(c) If requested by the Principal's Representative, the Contractor's Representative must attend (in person) any meeting convened by the Principal Representative for the purposes of administering this Contract.

(d) Any minutes of meetings referred to under this clause 28.6 do not amount to a

Variation.

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29. Termination for Default or Insolvency

29.1 Preservation of Other Rights

If a Party breaches (including repudiates) the Contract, nothing in this clause 29 shall prejudice the right of the other Party to recover damages or exercise any other right or remedy.

29.2 Contractor’s Default

(a) If the Contractor commits a substantial breach of the Contract, the Principal may, by hand or by registered post, give the Contractor a written notice to show cause.

(b) Substantial breaches include but are not limited to: (i) failing to:

(A) provide Security;

(B) provide evidence of insurance required under the Contract;

(D) pass unencumbered title in the Crushing and Screening Equipment;

(E) perform the Services so that Practical Completion is reached by the

Date for Practical Completion; (ii) wrongful suspension of the Services; or

(iii) substantial departure from the Program without reasonable cause or the

Principal’s approval.

29.3 The Principal’s Notice to Show Cause

A notice under clause 29.2 shall state:

(a) that it is a notice under clause 29 of the Contract; (b) the alleged substantial breach;

(c) that the Contractor is required to show cause in writing why the Principal should not exercise a right referred to in clause 29.4;

(d) the date and time by which the Contractor must show cause (which shall not be less than 7 clear days after the notice is received by the Contractor); and

(e) the place at which cause must be shown.

29.4 The Principal’s Rights

If the Contractor fails to show reasonable cause by the stated date and time, the Principal may by written notice to the Contractor terminate the Contract. If the Contract is so terminated, the Principal may take possession of the Crushing and Screening Equipment and Services or any part thereof (including that which is in the course of construction) paid for by the Principal, notwithstanding that it has not yet been constructed.

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29.5 The Principal’s Default

(a) If the Principal commits a substantial breach of the Contract, the Contractor may, by hand or by registered post, give the Principal a written notice to show cause.

(b) Substantial breaches by the Principal include, but are not limited to, failing to make a payment due and payable pursuant to the Contract.

29.6 Contractor’s Notice to Show Cause

A notice given under clause 29.5 shall state:

(a) that it is a notice under clause 29 of the Contract; (b) the alleged substantial breach;

(c) that the Principal is required to show cause in writing why the Contractor should not exercise a right referred to in clause 29.7;

(d) the date and time by which the Principal must show cause (which shall not be less than 7 clear days after the notice is received by the Principal); and

(e) the place at which cause must be shown.

29.7 Contractor’s Rights

(a) If the Principal fails to show reasonable cause by the stated date and time, the Contractor may, by written notice to the Principal, suspend the whole or any part of the performance of the Contract.

(b) The Contractor shall remove the suspension if the Principal remedies the breach.

14 days of the date of suspension under this clause 29.7, the Principal fails:

(i) to remedy the breach; or

(ii) if the breach is not capable of remedy, to make other arrangements to the reasonable satisfaction of the Contractor.

(d) The Contractor shall be entitled to damages reasonably incurred by reason of the suspension.

29.8 Termination

If the Contract is terminated pursuant to clause 29.4 or clause 29.7, the Parties’ remedies, rights and liabilities shall be the same as they would have been under the law governing the Contract had the defaulting party repudiated the Contract and the other party elected to treat the Contract as at an end and recover damages.

29.9 Insolvency

(a) If:

(i) a party informs the other in writing, or creditors generally, that the party is insolvent or is financially unable to proceed with the Contract;

(ii) execution is levied against a party by a creditor;

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(iii) notice is given of a meeting of creditors with a view to a party entering a deed of company arrangement;

(iv) a party enters a deed of company arrangement with creditors; (v) a controller or administrator is appointed to a party;

(vi) an application is made to a court for a party’s winding up and not stayed within 14 days;

(vii) a winding up order is made in respect of a party;

(viii) a party resolves by special resolution that it be wound up voluntarily (other than for a member’s voluntary winding up); or

(ix) a mortgagee of any of a party’s property takes possession of that property, then, where the other party is:

(x) the Principal, the Principal may, without giving a notice to show cause, exercise the right under clause 29.4; or

(xi) the Contractor, the Contractor may, without giving a notice to show cause, exercise the right under clause 29.7.

(b) The rights and remedies given by this clause 29.9 are additional to any other rights and remedies and may be exercised notwithstanding that there has been no breach of contract.

30. Termination for Convenience or by Frustration

30.1 Right to Termination for Convenience

The Principal may terminate the Contract at any time for its convenience.

30.2 Payment to Contractor

If the Contract is terminated under clause 30.1 or is frustrated:

(a) The Principal’s Representative shall (acting reasonably) assess the value of the work performed under the Contract to the date of termination or frustration (as the case may be), evidencing the amount which would have been payable had the Contract not been terminated or frustrated and had the Contractor been entitled to and rendered an invoice on the date of termination or frustration; and

(b) The Principal shall pay to the Contractor:

(i) the amount assessed by the Principal’s Representative under clause 30.2(a) less any amounts which have previously been paid by the Principal to the Contractor under the Contract; and

(ii) the cost of materials ordered by the Contractor (acting reasonably) which the Contractor is liable to accept (and which have not previously been paid for by the Principal and have not been included in the amount assessed by the Principal’s Representative under clause 30.2(a)) but only if they will become the Principal’s property upon payment.

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30.3 Property, Licence and Security

Upon payment of the amounts due as required in clause 30.2:

(a) all property in the Crushing and Screening Equipment and Services and parts thereof completed at the date of termination or frustration (and in any materials paid for by the Principal) will pass to the Principal together with an irrevocable, royalty-free, non- exclusive, transferable and perpetual licence (which the Contractor shall if necessary procure) to use all Intellectual Property Rights in the Crushing and Screening Equipment and Services and parts thereof; and

(b) each Party shall promptly release and return all Security held by it provided that no amounts are still owing to that Party by the other Party under or in connection with the Contract.

31. Time for Notification of Claims

31.1 Contractor's Prescribed Notice

The Principal shall not be liable upon any Claim by the Contractor and shall be released for all time from any Claim and any liability to pay any amount or any compensation in connection with any Claims, unless within 14 days after the first day upon which the Contractor could reasonably have been aware of the circumstances giving rise to the Claim, the Contractor has given to the Principal’s Representative the prescribed notice.

The prescribed notice is a notice in writing which must include particulars of all of the following:

(a) the circumstances on which the Claim is or will be based;

(b) the provision of the Contract or other legal basis for the Claim; and

(c) full details of the quantum or likely quantum of the Claim (including without limitation a detailed breakdown of the quantum of the Claim).

This clause 31.1 shall not have any application to:

(d) any Claim for payment to the Contractor of an amount or amounts forming part of the original Contract Sum or any part thereof;

(e) any Claim for payment for a Variation directed by the Principal’s Representative to which clause 28.3(f) applies or which the Principal’s Representative has expressly acknowledged in writing constitutes or involves a Variation; or

(f) any other Claim in respect of which another provision of the Contract requires notice to be given by the Contractor within a specified time from the date the circumstances of the Claim arise or become known to the Contractor as a condition of the Contractor being entitled to enforce or pursue the Claim.

31.2 Occurrence of Events

For the purposes of clause 31.1, the first day on which the Contractor could reasonably have been aware of the circumstances giving rise to the Claim shall be:

(a) if the Claim relates to changes or particular circumstances which are disclosed in any drawings, then the date of receipt of those drawings by the Contractor;

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(b) if the Claim relates to changes or particular circumstances which are disclosed in other documents, then the date of receipt of those documents by the Contractor;

(c) where the Claim relates to changes or particular circumstances affecting a subcontractor of the Contractor, and the subcontractor has received drawings or documents which disclose changes or particular circumstances which may give rise to a Claim, then the date of receipt of those drawings or documents by the subcontractor; and

(d) in any other case, the date upon which an experience and competent contractor should reasonably have known that such circumstances may give rise to a Claim.

31.3 Time for Disputing the Principal's Representative's Direction

If the Principal Representative has given a direction (including without limitation any decision or certification) pursuant to the Contract the direction shall not be disputed by the Contractor unless a notice of dispute in accordance with clause 32.1 is given by the Contractor to the Principal Representative within 14 days after the date of the Principal’s Representative’s direction.

32. Dispute Resolution

32.1 Notice of Dispute

If a difference or dispute (“Dispute”) arises between the Parties in connection with the subject matter of the Contract, then either Party may, by hand or by registered post, give the other Party a written notice adequately identifying and providing details of the Dispute (“Notice of Dispute”).

32.2 Continue Performance

Notwithstanding the existence of any Dispute, the delivery of a Notice of Dispute or the involvement in any dispute resolution process, whether provided for under the terms of the Contract or otherwise, the Parties, shall subject to clause 30, continue to perform the Contract.

32.3 Conference

(a) Within 10 Business Days after a Notice of Dispute is served, the Parties must confer (by meeting or by telephone conference) at least once in an effort to resolve the Dispute or to agree on methods for doing so.

(b) At every such conference, each Party must be represented by a person having authority to agree such resolution or methods of resolution.

(c) All aspects of every such conference, except the fact of the occurrence of the conference, will be subject to privilege in aid of settlement on a without prejudice basis.

(d) If by way of conference the Dispute is not resolved, and a Party wishes to pursue the resolution of the Dispute further, it may give the other Party written notice requesting negotiations between higher level executive representatives of both the Principal and the Contractor.

(e) Higher level executive negotiations will involve representatives of both the Principal and the Contractor at a level above that of personnel involved in the Services or who have been involved in initial conferences, meeting or holding a telephone conference

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Contract for the Design and Construction of Civil Works

OneSteel Agreement No: HEP M&E-086J-025A

at a mutually acceptable time, as soon as reasonably practicable, in an attempt to resolve the Dispute.

(f) If the Dispute is not resolved or the Parties have not agreed on any alternative method to resolve the Dispute within 20 Business Days of service of the Notice of Dispute, then either Party may commence litigation in the jurisdiction stated at Item 20.

32.4 Summary Relief

Nothing herein will prejudice the right of a Party to institute proceedings to enforce a payment due under the Contract or to seek a court injunction or urgent declaratory relief.

33. General

33.1 Waiver

Except as provided elsewhere in the Contract, none of the provisions of the Contract shall be varied, waived, discharged or released except with the prior written consent of the Parties.

33.2 Withholding Tax and GST

(a) Withholding Tax

The Parties acknowledge and agree that:

(i) the Principal might be obliged under Australian law to withhold a portion of payments to be made in connection with the performance of particular obligations of the Contractor under the Contract to meet the Contractors’ income tax liabilities (“Withholding Tax”).

(ii) any withholding or deduction of Withholding Tax by the Principal will not constitute a breach of the Contract.

(b) GST

(i) GST gross-up

If a party (the “Vendor”) is required to pay GST in respect of a supply made under or in connection with (including by reason of a breach of) the Contract, the recipient of the supply (the “Recipient”) must (in addition to any other payment for, or in connection with, the supply) pay to the Vendor an amount equal to such GST (“GST gross-up”).

(ii) GST invoice

If a GST gross-up is payable, then the Vendor will give the Recipient a tax invoice for the supply.

(iii) Payment

Provided a tax invoice has been given, the GST gross-up must be paid by the recipient:

(A) if any monetary consideration is payable for the supply, at the

(B) same time and in the same manner as such monetary consideration;

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Contract for the Design and Construction of Civil Works

OneSteel Agreement No: HEP M&E-086J-025A

(D) 10 Business Days after the day on which the tax invoice is given. (iv) Reimbursements

If any payment to be made to a party under or in connection with the Contract is a reimbursement or indemnification of an expense or other liability incurred or to be incurred by that party, then the amount of the payment must be reduced by the amount of any input tax credit to which that party is entitled for that expense or other liability, such reduction to be effected before any increase in accordance with clause 33.2(b)(i).

(v) Adjustments

If an adjustment event has occurred in respect of a supply made under or in connection with the Contract, any Party that becomes aware of the occurrence of that adjustment event must notify the other Party as soon as practicable, and the Parties agree to take whatever steps are necessary (including to issue an adjustment note), and to make whatever adjustments are required, to ensure that any GST or additional GST on that supply, or any refund of GST (or part thereof), is paid no later than 20 Business Days after the Vendor first becomes aware that the adjustment event has occurred.

(vi) Definitions

(A) Terms used in this clause (b) which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given to them in that Act.

(B) In this clause (b), a reference to a payment includes any payment of money and any form of consideration other than payment of money.

(C) In the Contract, all references to payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the operation of this clause (b), exclusive of GST.

(vii) Survival

This clause 33.2 survives the termination of the Contract.

33.3 Notices

(a) Method for Giving Notice

Any notice required under the Contract:

(i) must be in legible writing in the English language and must be delivered in person, by post or by facsimile to the address of the Party stated in Item 23 or 24 (as the case may be) or such other address as notified from time to time in accordance with the terms of this clause 33.3;

(ii) where the sender is a company, must be signed by an Authorised Officer or under the common seal of the sender; and

(iii) is regarded as being given by the sender and received by the addressee if: (A) by delivery in person, when delivered to the addressee;

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(B) by post, 5 Business Days from and including the date of postage; or

(C) by facsimile transmission, on the production of a transmission report by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the facsimile number of the addressee,

but if the delivery or receipt is on a day which is not a Business Day or is after

5.00pm (addressee’s time) it is regarded as received at 9.00am (addressee’s time) on the following Business Day.

(b) Facsimiles

A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after the transmission is received or regarded as received under clause (a)(iii)(C) and informs the sender that it is not legible.

33.4 Governing Law

The law governing the Contract, its interpretation and construction is the law of the jurisdiction stated in Item 20.

33.5 NGERS

Within four weeks of the end of each quarter of each Financial Year, the Contractor will provide Principal with information relating to the Services in the particular Financial Year that is of the type which is to be collected and reported upon under the NGER Legislation to the extent that such information is within the Contractor’s control or possession. The Contractor will use its reasonable endeavours to provide the information in a format that will allow Principal to comply with its obligations under the NGER Legislation. Such information will be treated as Confidential Information of the Contractor to be used only for the purposes of the Principal complying with its obligations under the NGER Legislation.

33.6 Vienna Convention Does Not Apply

The 1986 United Nations Convention on contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 and opened for signature and also for accession on 11

April 1980 (the “Vienna Convention on the Sale of Goods”) and any Act which gives effect to the Vienna Convention on the Sale of Goods (including but not limited to the Sale of Goods

(Vienna Convention) Act 1986 (SA), Sale of Goods (Vienna Convention) Act 1986 (NSW),

The Sale of Goods (Vienna Convention) Act 1987 (Vic)) do not apply to the Contract.

33.7 Entire Agreement

This Contract:

(a) contains the entire agreement and understanding between the Parties on everything connected with the subject matter of the Contract; and

(b) supersedes any prior agreement or understanding on anything connected with that subject matter.

Execution

EXECUTED by the Parties as an Agreement.

EXECUTED by

ONESTEEL MANUFACTURING PTY LTD

by its duly authorised representative :

Duly Authorised Representative Witness

Name Name

EXECUTED by

by its duly authorised representative:

Duly Authorised Representative Witness

Name Name

Schedule A Details


	Item

1 Contract Commencement Date		The date of execution of the Contract
2 Crushing and Screening Equipment		Crushing and Screening Equipment to be supplied by the Contractor under this Contract the requirements of which are particularised in Schedule B Project Requirements
3 Delivery Place		Principal’s Iron Knob Mine Area, Iron Knob
4 Site		Principal’s Iron Knob Mine Area, Iron Knob (as further particularised in Schedule X)
5 Contractor's Site		The part of the Site shown as the Contractor’s Site in Schedule G
6 Contract Sum		$[x]
7 Preliminary Design Review Date		TBC
8 Final Design Review Date		TBC
9 Date for Delivery		TBC
10 Date for Practical Completion		TBC
11 Pre Existing Contract Arrangement
12 Liquidated Damages		(a) $50,000 per day to be applied on and from the LDs Start Date (b) capped at 10% of the Contract Sum.
13 Defects Liability Period		48 Months
14 Security		Bank Guarantee for 7.5% of Contract Sum: To be released within 30 days of achievement of Practical Completion. Bank Guarantee for 7.5% of Contract Sum: To be released within 30 days of end of Defects Liability Period, provided that Contractor has complied with its obligations during the Defects Liability Period.
15 Payment Terms		All invoices issued are payable 62 days from the end of the month of invoice.
16 Approved Subcontractors and subcontracted services		TBC


	Item

17 Contractor’s Public and Products Liability Insurance		A$30,000,000 for any one claim
18 Contractor’s Professional Indemnity Insurance		A$10,000,000 for any one claim
19 Contractor’s liability		The Contractor’s liability is limited to the greater of: (a) the Contract Sum; or (b) the amount of the insurance proceeds received by the Contractor from a claim in respect of such liability (or the proceeds that would reasonably be expected to be received had the Contractor diligently pursued an insurance claim) to a maximum of the amount of insurance required by this Contract in respect of the relevant policy.
20 Governing Law		South Australia
21 The Principal’s Representative		Louis Haarhoff Manager, Mining Projects OneSteel Manufacturing Pty Ltd haarhoffl@arrium.com 8640 4752
22 Contractor’s Representative		TBC
23 The Principal Notice Details
24 Contractor Notice Details		TBC

Schedule B Project Requirements

(to be developed from Scope of Work Tender Document)

Schedule C Performance Warranty

1. Performance Specification & Warranty

This section defines the performance warranty.

The C&S Equipment will meet the performance criteria set-out in section 3 below, when provided with input feed material meeting the input criteria set-out in Schedule B.

2. Defects Liability Period

The Defects Liability Period will commence on the date of Practical Completion, and continue for a period of 48 months.

During the Defects Liability Period, the Principal will retain as security, a bank guarantee of a value of

7.5% of the contract.

3. Performance Warranty

During the Defects Liability period, the Crushing and Screening Equipment will meet the minimum performance levels as follows:

Annual Output = 8760 hours x Plant Availability x Utilisation x Tonnes per Hour

Equipment Availability

Equipment Availability is measured as the time the equipment is able to be used for its intended purpose. Therefore, downtime hours includes all planned and unplanned maintenance, and any other occurrence that causes the equipment to be unavailable. Downtime is the scheduled and unscheduled downtime for the equipment.

Equipment Production Rate

Equipment Production Rate is defined as the average throughput rate at which the equipment operates, in the processing of ore, on a tonnes per hour basis.

Contract for the Design and Construction of Civil Works OneSteel Agreement No: HEP M&E-086J-025A Schedule D Schedule D Schedule of Rates/Payment Schedule For the purposes of this Schedule D, the Principal is accepting a combination of lump sum and Provision Sums as further articulated in the table listed in Table 1 for each item of works under Contract. Table 1 Schedule of Rates
Item No.	Description	UOM	Type	Estimated	Rate ($)	Amo ($)	unt
		Item Item Item Item Item Item Item Item Item Item Item Item Item Item Item Each Each Each
A	Preliminaries
1 2 3 4 5 5 6 7 8 9 10 11 12 13 14 15	On Site Overheads Off Site Overheads Freight Component (including Packing) Site Establishment Project Management Preparation of Environmental Management Implementation Plan Implementation and maintenance of environmental requirements Preparation of Quality Management Plan Implementation of Quality Management requirements Preparation of WHS Management plan Implementation of WHS requirements Verification of survey information Survey Requirements Preparation of Traffic Management Plan Demobilisation and site clean up Other - Please state
	Subtotal Preliminaries

B	Preliminary Design
	Preliminary Drawings Specification Method Statement Other
	Subtotal Preliminary Design

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CDesignDetailed DesignOtherSubtotal DesignDFabricated Structural Steel(Contractor to provide detail)Rock BoxesChutesSecondary Screens Tertiary Screens Wear Plates HoppersConveyor Structures Sampling Station Feeder Structures Structures - Other OtherSubtotal FabricatedStructural SteelEMechanical Crushing andScreening Equipment(Contractor to provide detail)FeedersJaw Crushers Pan Feeders Cone Crushers Rock Breakers Metal Detectors Belt Scales StackersScalpersOtherSub total MechanicalCrushing and ScreeningEquipmentFConveyorsBelt ConveyorsStationary Conveyors Conveyor Belting Lighting

C	Design
	Detailed Design Other
	Subtotal Design

D	Fabricated Structural Steel (Contractor to provide detail)
	Rock Boxes Chutes Secondary Screens Tertiary Screens Wear Plates Hoppers Conveyor Structures Sampling Station Feeder Structures Structures - Other Other

	Subtotal Fabricated Structural Steel

E	Mechanical Crushing and Screening Equipment (Contractor to provide detail)
	Feeders Jaw Crushers Pan Feeders Cone Crushers Rock Breakers Metal Detectors Belt Scales Stackers Scalpers Other
	Sub total Mechanical Crushing and Screening Equipment

F	Conveyors
	Belt Conveyors Stationary Conveyors Conveyor Belting Lighting

Each

Each Each Each Each Each Each Each Each Each Each

Each

Each Each Each Each Each Each Each Each

Each

per metre Each

Each

OtherSub total ConveyorsGElectrical (Contractor toprovide detail)Motors Overbands Switchboards Electric Motors ConduitsLightingOtherSub total ElectricalHAncillaries (Contractor to provide detail)Cranage Hoists Additional Plant OtherSub total AncillariesIInstallation (Contractor toprovide detail)Labour - Fabricated StructuralSteelLabour - Mechanical Crushing and Screening Equipment Labour - ConveyorsLabour - ElectricalLabour - OtherSub total InstallationJCommissioning (Contractorto provide detail)Labour - Commissioning Commissioning Reports TestingCommissioning - OtherSub total CommissioningKProvisional SumsTraining

	Other
	Sub total Conveyors

G	Electrical (Contractor to provide detail)
	Motors Overbands Switchboards Electric Motors Conduits Lighting Other
	Sub total Electrical

H	Ancillaries (Contractor to provide detail)
	Cranage Hoists Additional Plant Other
	Sub total Ancillaries

I	Installation (Contractor to provide detail)
	Labour - Fabricated Structural Steel Labour - Mechanical Crushing and Screening Equipment Labour - Conveyors Labour - Electrical Labour - Other
	Sub total Installation

J	Commissioning (Contractor to provide detail)
	Labour - Commissioning Commissioning Reports Testing Commissioning - Other
	Sub total Commissioning

K	Provisional Sums
	Training

Each

Each Each Each Each per

metre

Each

Each Each Each

Each

Each Each Each Each

Other

Asset Management Services

Operations Guidance Services

Total

Schedule E Milestones and Milestone Dates

Comment [LukeBl]: Not milestone payment based


	Milestone		Milestone Date

Design Work Completion Completion of the concept, basic and detailed design for the Services as set out in the Design Documents and the Final Design Documents.		[insert details]
Manufacturing Completion Completion of the manufacture of all of the Crushing and Screening Equipment and all of the components thereof which are required to be manufactured as part of the Services.		[insert details]
Delivery		Date for Delivery (see Item 9)
Construction, Assembly and Installation Completion Completion of the construction, assembly and installation of the Crushing and Screening Equipment at the Site in accordance with the Final Design Documents and requirements of the Contract.		[insert details]
Commissioning Completion Completion of the commissioning of the Crushing and Screening Equipment and each component thereof, the satisfactory completion of the Final Acceptance Tests and verification that the Crushing and Screening Equipment and the Services perform and/or operate as required by the Contract.		[insert details]
Practical Completion		Date for Practical Completion (see Item10)

Schedule F Spare Parts

Insert Spares List as supplied from Contractor

Schedule G Site Plan

Schedule H Program

Insert construction schedule from Contractor